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Item 1A. Risk Factors

2026-03-12 compared with 2025-03-28 · 2288 added, 2216 removed, 241 unchanged (95% of the section changed)

Risk Factors.

An investment in our securities involves a

high degree of risk.

You should consider carefully all of the risks described below, together with the other information contained in

this Annual Report, before making a decision to invest in our securities.

An investment in our securities

involves a high degree of risk.

You should consider carefully all of the risks described below, together with the other information contained

in this Annual Report, before making a decision to invest in our securities.

If any of the following events occur, our business, financial

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and you could lose all or part of your investment.

Risks Relating to our Search for, and Consummation

of or Inability to Consummate, a Business Combination

For risk factors related to ReserveOne and the Business Combination, please review

the Registration Statement on Form S-4 filed by the Company, including the preliminary proxy statement/prospectus of the Company included

therein, as previously amended and as further amended after the date hereof, and the definitive proxy statement/prospectus to be filed

by the Company.

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

to Consummate, a Business Combination

Our public shareholders may not be afforded

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such a combination.

We may choose not to hold a shareholder vote to

approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock

exchange listing requirements.

In such case, the decision as to whether we will seek shareholder approval of a proposed business combination

or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based

on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to

seek shareholder approval.

Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such

Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve

of the business combination we complete.

We may choose not to hold

a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under

applicable law or stock exchange listing requirements, as is the case with ReserveOne.

In such case, the decision as to whether we will

seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will

be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether

the terms of the transaction would otherwise require us to seek shareholder approval.

Even if we seek shareholder approval, the holders

of our founder shares will participate in the vote on such approval.

Accordingly, we may complete our initial business combination even

if holders of a majority of our ordinary shares do not approve of the business combination we complete.

If we seek shareholder approval of our initial

business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination,

regardless of how our public shareholders vote.

As of December 31, 2024, our initial shareholders

owned 7,187,500 founder shares, which represented 20% of our issued and outstanding ordinary shares.

Our initial shareholders and management

team also may from time to time purchase Class A ordinary shares prior to our initial business combination.

Our amended and restated memorandum and articles

of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will

be approved if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of at least

a majority of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote

on such matter at a general meeting of the Company.

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

need 10,781,251, or 37.5%, of the 28,750,000 Public Shares sold in the IPO to be voted in favor of an initial business combination in

order to have our initial business combination approved, assuming all outstanding shares are voted and the parties to the Letter Agreement

do not acquire any Class A ordinary shares.

Assuming that only the holders of one-third of our issued and outstanding ordinary shares,

representing a quorum under our amended and restated memorandum and articles of association, vote their ordinary shares at a general

meeting of the Company, we will not need any Public Shares in addition to our founder shares to be voted in favor of an initial business

combination in order to approve an initial business combination.

However, if our initial business combination is structured as a statutory

merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require

a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued

shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the Company.

business combination, as is the case with ReserveOne, our initial shareholders and management team have agreed to vote in favor of such

initial business combination, regardless of how our public shareholders vote.

As of December 31, 2025, our

Sponsor owned 7,187,500 founder shares, which represented 20% of our issued and outstanding ordinary shares.

Our initial shareholders

and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination.

Our amended and restated memorandum

and articles of association provide that, if we seek shareholder approval of an initial business combination, as is the case with ReserveOne,

such initial business combination will be approved if we obtain the approval of an ordinary resolution under Cayman Islands law, which

requires the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares present in person or represented

by proxy and entitled to vote on such matter at a general meeting of the Company.

As a result, in addition to our initial shareholders’

founder shares, we would need 10,781,251, or 37.5%, of the 28,750,000 Public Shares sold in the IPO to be voted in favor of an initial

business combination in order to have our initial business combination approved, assuming all outstanding shares are voted and the parties

to the Letter Agreement do not acquire any Class A ordinary shares.

Assuming that only the holders of one-third of our issued and outstanding

ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their ordinary shares

at a general meeting of the Company, we will not need any Public Shares in addition to our founder shares to be voted in favor of an initial

business combination in order to approve an initial business combination.

However, if our initial business combination is structured as

a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will

require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders of the

issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the Company.

if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to

vote in favor of our initial business combination will increase the likelihood that an ordinary resolution will be passed, being the

requisite shareholder approval for such initial business combination.

The non-managing sponsor investors are not required to (i) hold

any units, Class A ordinary shares or public warrants they may have purchased in the IPO or thereafter for any amount of time, (ii) vote

any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising

their right to redeem their public shares at the time of our initial business combination.

The non-managing sponsor investors will have

the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the units they may purchase

vote in favor of our initial business combination will increase the likelihood that an ordinary resolution will be passed, being the requisite

shareholder approval for such initial business combination.

The non-managing sponsor investors are not required to (i) hold any units,

Class A ordinary shares or public warrants they may have purchased in the IPO or thereafter for any amount of time, (ii) vote any Class

A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their

right to redeem their public shares at the time of our initial business combination.

The non-managing sponsor investors will have the

same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the units they may purchase

in the IPO or thereafter as the rights afforded to our other public shareholders.

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decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

At the time of your investment in us, you were

not provided with an opportunity to evaluate the specific merits or risks of our initial business combination.

Since our board of directors

may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to

vote on the business combination, unless we seek such shareholder vote.

Accordingly, your only opportunity to effect your investment

decision regarding our initial 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.

The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for

any shares that are redeemed in connection with an initial business combination.

The per share amount we will distribute to shareholders

who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions,

the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.

The ability of our public shareholders to redeem

their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult

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

We may seek to enter into a business combination

transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for

working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

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 not allow us 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

redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us

to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in

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.

If our initial

business combination agreement 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, we will need to reserve a portion of the cash in the Trust Account to meet 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 for third party financing.

Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable

Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results

in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time

of our initial business combination.

In addition, the amount of the deferred underwriting compensation payable to the underwriters will

not be adjusted for any shares that are redeemed in connection with an initial business combination.

At the time of your investment

in us, you were not provided with an opportunity to evaluate the specific merits or risks of our initial business combination.

board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right

or opportunity to vote on the business combination, unless we seek such shareholder vote.

Accordingly, your only opportunity to effect

your investment decision regarding our initial 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.

The amount of the deferred underwriting commissions payable to the underwriters will not be

adjusted for any shares that are redeemed in connection with an initial business combination.

The per share amount we will distribute

to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after

such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting compensation.

The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital

As a result, our obligations to redeem Public Shares for which redemption is requested and to pay the deferred underwriting

commissions may not allow us to complete the most desirable business combination or optimize our capital structure.

In addition, raising additional third-party financing

may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

Furthermore, this dilution would

increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares

on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our business combination.

considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure

and may result in substantial dilution from your purchase of our Class A ordinary shares.

The effect of this dilution will be greater

for shareholders who do not redeem.

The amount of the deferred underwriting compensation payable to the underwriters will not be adjusted

for any shares that are redeemed in connection with an initial business combination, which may further dilute your investment.

The per-share

amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting

compensation and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation

to pay the deferred underwriting compensation.

We may not be able to generate sufficient value from the completion of our initial business

combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment.

Please see “– Risks Relating to Our Securities – The nominal purchase price paid by our Sponsor for the founder

shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination,

and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination,

even if the business combination causes the trading price of our ordinary shares to materially decline .”

The ability of our public shareholders to exercise

redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would

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

If our initial business combination agreement

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.

to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such

redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting

The ability of our public shareholders to

redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it

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

We may seek to enter into

a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its

owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

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

not allow us 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 redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow

us to complete the most desirable business combination or optimize our capital structure and may substantially dilute your investment

At the time we enter into

an agreement for our initial business combination, as is the case with ReserveOne, 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.

If our initial business combination agreement 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, as is the case with the ReserveOne Business

Combination Agreement, we will need to reserve a portion of the cash in the Trust Account to meet 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 for third party financing.

Raising additional

third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of

Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business

In addition, the amount of the deferred underwriting compensation payable to the underwriters will not be adjusted for any

shares that are redeemed in connection with an initial business combination.

The per share amount we will distribute to shareholders who

properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the

amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting compensation.

The above considerations

may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

our obligations to redeem Public Shares for which redemption is requested and to pay the deferred underwriting commissions may not allow

us to complete the most desirable business combination or optimize our capital structure.

The above considerations may

limit our ability to complete the most desirable business combination available to us or optimize our capital structure and may result

in substantial dilution from your purchase of our Class A ordinary shares.

The effect of this dilution will be greater for shareholders

who do not redeem.

The amount of the deferred underwriting compensation payable to the underwriters will not be adjusted for any shares

that are redeemed in connection with an initial business combination, which may further dilute your investment.

The per-share amount we

will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation

and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred

underwriting compensation.

We may not be able to generate sufficient value from the completion of our initial business combination in

order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment.

see “- Risks Relating to Our Securities - The nominal purchase price paid by our Sponsor for the founder shares may result

in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our

Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even

if the business combination causes the trading price of our ordinary shares to materially decline .”

The ability of our public shareholders to

exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination

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

If our initial business combination

is unsuccessful, you would not receive your pro rata portion of the funds in the Trust Account until we liquidate the Trust Account.

If you are in need of immediate liquidity, you could attempt 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 your exercise of redemption rights until we liquidate or you

are able to sell your shares in the open market.

agreement 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, as is the case with the ReserveOne Business Combination Agreement, 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 funds in the Trust Account until we liquidate the Trust Account.

If you are in need of immediate liquidity, you could attempt 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

In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with

your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

The requirement that we complete our initial

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and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach

our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce

value for our shareholders.

Any potential target business with which we enter

into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion

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 target business.

our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value

for our shareholders.

Any potential target business

with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination

within the completion window.

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 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.

The length of time it may take us to complete our diligence and negotiate a business combination may reduce the amount

of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated

initial business combination.

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.

The length of time it may take us to complete our diligence and negotiate a business combination

may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations

not lead to a consummated initial business combination.

We may engage one or more of our IPO underwriters

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to us, including, for example, in connection with the sourcing and consummation of an initial business combination.

We may engage one or more of our IPO underwriters

or one of their respective affiliates to provide additional services to us, including, for example, identifying potential targets, providing

M&A advisory services, acting as a placement agent in a private offering or arranging debt financing transactions.

We may pay such

underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length

No agreement was entered into with any of the underwriters or their respective affiliates and no fees or other compensation

for such services was paid to any of the underwriters or their respective affiliates prior to the date that was 60 days from the date

The underwriters are also entitled to receive

deferred underwriting commissions that are conditioned on the completion of an initial business combination.

We may engage one or more

of our IPO underwriters or one of their respective affiliates to provide additional services to us, including, for example, identifying

potential targets, providing M&A advisory services, acting as a placement agent in a private offering or arranging debt financing

transactions.

We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at

that time in an arm’s length negotiation.

No agreement was entered into with any of the underwriters or their respective affiliates

and no fees or other compensation for such services was paid to any of the underwriters or their respective affiliates prior to the date

that was 60 days from the date of the IPO.

The underwriters are also

entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business combination.

The underwriters’

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outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19) and volatility in the debt and equity

Our ability to find a potential target business

and the business of any potential business with which we may consummate a business combination could be materially and adversely affected

by events that are outside of our control.

For example, geopolitical unrest (such as the ongoing military conflict between Russia and

Ukraine and the military conflict in Israel and Gaza), including war, terrorist activity and acts of civil or international hostility

are increasing.

In particular, although the length, impact and outcome of the ongoing military conflict in Ukraine and the recent armed

conflict between Israel and Hamas is highly unpredictable, these conflicts could lead to significant market and other disruptions, including

significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions,

political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

Similarly other events outside of our control,

including natural disasters, climate-related events pandemic or health crises (such as the COVID-19 pandemic) may arise from time to

time, any such events may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries

or sectors, disruptions to commerce (including to economic activity, travel and supply chain), loss of life and property damage, and

may adversely affect the global economy or capital markets, and the business of any potential target business with which we may consummate

Our ability to find a potential

target business and the business of any potential business with which we may consummate a business combination could be materially and

adversely affected by events that are outside of our control.

For example, geopolitical unrest (such as the ongoing military conflict

between Russia and Ukraine and the military conflicts in Israel, Iran and Gaza), including war, terrorist activity and acts of civil or

international hostility are increasing.

In particular, although the length, impact and outcome of the ongoing military conflict in Ukraine

and the recent armed conflicts between Israel and Hamas and between the U.S., Israel and Iran are highly unpredictable, these conflicts

could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources,

instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences

as well as increase in cyberattacks and espionage.

Similarly other events outside

of our control, including natural disasters, climate-related events pandemic or health crises (such as the COVID-19 pandemic) may arise

from time to time, any such events may cause significant volatility and declines in the global markets, disproportionate impacts to certain

industries or sectors, disruptions to commerce (including to economic activity, travel and supply chain), loss of life and property damage,

and may adversely affect the global economy or capital markets, and the business of any potential target business with which we may consummate

a business combination and could be materially adversely affected.

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business combination within the completion window, in which case we would redeem our Public Shares.

We may not be able to find a suitable target business

and complete our initial business combination within the completion window.

An increasing number of special purpose acquisition companies

(“ SPACs ”) have liquidated beginning in the second half of 2022 due to an inability to complete an initial business

combination within their allotted time periods.

Furthermore, our ability to complete our initial business combination may be negatively

impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including the

impact of events such as the war between Russia and the Ukraine and the military conflict in Israel and Gaza.

If we are unable to complete

our initial business combination within the completion window and we do not further extend such date, we will cease all operations except

for the purpose of winding up and, 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 our obligations under Cayman Islands law to provide for claims of creditors and subject to the other

requirements of applicable law.

Our amended and restated memorandum and articles of association provide that, if we wind up for any other

reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation

of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman

In either such case, our public shareholders may receive only approximately $10.25 per Public Share, which is estimated

as of December 31, 2024, or less than $10.25 per Public Share, on the redemption of their shares, and our warrants will expire worthless.

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 Public Share ” and other risk factors herein.

We may decide not to extend the term we have

to consummate our initial business combination, in which case we would redeem our Public Shares, and the warrants may be worthless.

We have until the date that is 24 months from

the closing of our IPO or until such earlier liquidation date as our board of directors may approve to consummate our initial business

If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder

approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our

We may not be able to find

a suitable target business and complete our initial business combination within the completion window.

An increasing number of special

purpose acquisition companies (“ SPACs ”) have liquidated beginning in the second half of 2022 due to an inability to

complete an initial business combination within their allotted time periods.

Furthermore, our ability to complete our initial business

combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described

herein, including the impact of events such as the war between Russia and the Ukraine and the military conflicts in Israel, Iran and Gaza.

If we are unable to complete our initial business combination within the completion window and we do not further extend such date, we

will cease all operations except for the purpose of winding up and, 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 our obligations under Cayman Islands law to provide for claims of creditors

and subject to the other requirements of applicable law.

Our amended and restated memorandum and articles of association provide that,

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

with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter,

subject to applicable Cayman Islands law.

In either such case, our public shareholders may receive only approximately $10.25 per Public

Share, which is estimated as of December 31, 2025, or less than $10.25 per Public Share, on the redemption of their shares, and our warrants

will expire worthless.

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 Public Share ” and other risk factors

We may decide not to extend the term we

have to consummate our initial business combination, in which case we would redeem our Public Shares, and the warrants may be worthless.

We have until the date that

is 24 months from the closing of our IPO or until such earlier liquidation date as our board of directors may approve to consummate our

initial business combination.

However, we may decide not to seek to extend the date by which we must consummate our initial business

If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to

consummate our initial business combination within the applicable time period, we will cease all operations except for the purpose of

winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for a pro

rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors

and the requirements of other applicable law.

In such event, the warrants may be worthless.

If we anticipate that we may be unable to consummate our initial business combination within such period,

we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which

we must consummate our initial business combination.

However, we may decide not to seek to extend the date by which we must consummate

our initial business combination, including the proposed Business Combination with ReserveOne.

If we do not seek to extend the date by

which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the

applicable time period, we will cease all operations except for the purpose of winding up and, as promptly as reasonably possible but

not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject

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

In such event,

the warrants may be worthless.

If we seek shareholder approval of our initial

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of our Class A ordinary shares or Public Warrants.

If we seek shareholder approval of our initial

business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer

rules, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares or Public Warrants

in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination,

although they are under no obligation or duty to do so.

Any such price per share may be different than the amount per share a public

shareholder would receive if it elected to redeem its shares in connection with our initial business combination.

Such a purchase may

include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial

owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor, initial shareholders, directors,

officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already

elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares

or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial

business combination, although they are under no obligation or duty to do so.

Any such price per share may be different than the amount

per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination.

a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer

the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have

already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem

their shares.

It is intended that, if Rule 10b-18 would apply to purchases by Sponsor, initial shareholders, directors, officers, advisors

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a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time at or prior to our initial

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

initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide

them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not redeem their

Public Shares.

However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated

any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase Public Shares or Public

Warrants in such transactions.

The purpose of any such transactions could be

to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of Public Warrants

outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in connection

with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum

net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would

otherwise not be met.

Any such purchases of our securities may result in the completion of our initial business combination that may

not otherwise have been possible.

In addition, if such purchases are made, the public

“float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may

make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

initial shareholders, directors, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases

would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Our Sponsor, initial shareholders, directors,

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

Additionally, at any time

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

our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others

to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not

redeem their Public Shares.

However, they have no current commitments, plans or intentions to engage in such transactions and have not

formulated any terms or conditions for any such transactions.

None of the funds in the Trust Account will be used to purchase Public Shares

or Public Warrants in such transactions.

The purpose of any such transactions

could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of Public

Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in

connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to

have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement

would otherwise not be met.

Any such purchases of our securities may result in the completion of our initial business combination that

may not otherwise have been possible.

In addition, if such purchases

are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be

reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities

Our Sponsor, initial shareholders, directors, officers, advisors and their affiliates will be restricted from making purchases

of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Our Sponsor, initial shareholders,

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

directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the shareholders contacting

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directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling

or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote

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

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

Sponsor, initial shareholders, directors, officers, advisors and their affiliates will select which shareholders to purchase shares from

based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing

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

Any such purchases will be reported pursuant to

Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Additionally,

in the event our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase Public Shares or

warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange

Act including, in pertinent part, through adherence to the following:

registration statement/proxy statement filed for our business combination transaction would

disclose the possibility that our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates may purchase Public Shares or Public Warrants from public shareholders

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

our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were

to purchase Public Shares or Public Warrants from public shareholders, they would do so at

a price no higher than the price offered through our redemption process;

registration statement/proxy statement filed for our business combination transaction would

include a representation that any of our securities purchased by our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates would not be voted in favor of approving

the business combination transaction;

Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not

possess any redemption rights with respect to our securities or, if they do acquire and possess

redemption rights, they would waive such rights;

would disclose in a Form 8-K, before our security holder meeting to approve the business

combination transaction, the following material items:

amount of our securities purchased outside of the redemption offer by our Sponsor, initial

shareholders, directors, officers, advisors and their affiliates, along with the purchase

purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates;

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

advisors and their affiliates on the likelihood that the business combination transaction

will be approved;

identities of our security holders who sold to our Sponsor, initial shareholders, directors,

officers, advisors and their affiliates (if not purchased on the open market) or the nature

of our security holders (e.g., 5% security holders) who sold to our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates;

number of our securities for which we have received redemption requests pursuant to our redemption

If a shareholder fails to receive notice of

our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for

or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against

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

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

Our Sponsor, initial

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

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

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

Any such purchases will be

reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Additionally, in the event our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase Public

Shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under

the Exchange Act including, in pertinent part, through adherence to the following:

● our registration statement/proxy statement filed for our business combination transaction would disclose

the possibility that our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may purchase Public Shares

or Public Warrants from public shareholders outside the redemption process, along with the purpose of such purchases;

● if our Sponsor, initial shareholders, directors, officers, advisors and their affiliates were to purchase

Public Shares or Public Warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption

● our registration statement/proxy statement filed for our business combination transaction would include

a representation that any of our securities purchased by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates

would not be voted in favor of approving the business combination transaction;

● our Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess

any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights;

● we would disclose in a Form 8-K, before our security holder meeting to approve the business combination

transaction, the following material items:

● the amount of our securities purchased outside of the redemption offer by our Sponsor, initial shareholders,

directors, officers, advisors and their affiliates, along with the purchase price;

● the purpose of the purchases by our Sponsor, initial shareholders, directors, officers, advisors and their

● the impact, if any, of the purchases by our Sponsor, initial shareholders, directors, officers, advisors

and their affiliates on the likelihood that the business combination transaction will be approved;

● the identities of our security holders who sold to our Sponsor, initial shareholders, directors, officers,

advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders)

who sold to our Sponsor, initial shareholders, directors, officers, advisors and their affiliates;

● the number of our securities for which we have received redemption requests pursuant to our redemption

If a shareholder fails to receive notice

of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for

submitting or tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender

offer rules, as applicable, when conducting redemptions in connection with our initial business combination.

Despite our compliance with

these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not

become aware of the opportunity to redeem its shares.

In addition, proxy materials or tender offer documents, as applicable, that we

will furnish to holders of our Public Shares in connection with our initial business combination will describe the various procedures

We will comply with the proxy

rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination.

compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder

may not become aware of the opportunity to redeem its shares.

In addition, proxy materials or tender offer documents, as applicable, that

we will furnish to holders of our Public Shares in connection with our initial business combination will describe the various procedures

that must be complied with in order to validly tender or submit Public Shares for redemption.

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other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

You will not be entitled to protections normally

afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.

Since the net proceeds of the IPO and the sale

of the Private Placement Warrants are intended to be used to complete one or more initial business combinations with a target business

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

However, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419.

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

Among other things, this means we will have a longer period

of time to complete our initial business combinations than do companies subject to Rule 419.

Moreover, if the IPO had been subject to

Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds

in the Trust Account were released to us or in connection with our completion of an initial business combination.

You will not be entitled to protections

normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act.

Since the net proceeds of

the IPO and the sale of the Private Placement Warrants are intended to be used to complete one or more initial business combinations with

a target business or businesses that have not been selected, we may be deemed to be a “blank check” company under the United

States securities laws.

However, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as

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

Among other things, this means we will

have a longer period of time to complete our initial business combinations than do companies subject to Rule 419.

Moreover, if the IPO

had been subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless

and until the funds in the Trust Account were released to us or in connection with our completion of an initial business combination.

If we seek shareholder approval of our initial

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of our Class A ordinary shares.

If we seek shareholder approval of our initial

business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer

rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate

of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under

Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares

sold in the IPO, which we refer to as the “ Excess Shares ,” without our prior consent.

However, we would not be restricting

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

Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and

you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally, you will

not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

And as a result,

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

competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.

we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds

in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

We expect to encounter competition from other

entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with

any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as

defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of

15% of the shares sold in the IPO, which we refer to as the “ Excess Shares ,” without our prior consent.

would not be restricting 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 and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.

Additionally,

you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.

a result, 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 competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.

If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the

funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

We expect to encounter competition

from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),

other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.

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Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the

funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds

in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

If the net proceeds of the IPO and the sale

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of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our

initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our

initial business combination.

$821,188 was available to us outside the Trust

Account, as of December 31, 2024, to fund our working capital requirements.

While 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 duration of the completion window, we cannot assure you

that our estimate is accurate.

Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants

to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund a “no-shop”

provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around

for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed

business combination, although we do not have any current intention to do so.

If we entered into a letter of intent or merger agreement

where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether

as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with

respect to, a target business.

Neither our Sponsor, members of our management

team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances would be repaid

only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination.

$1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00

initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial

business combination.

$1,175,051 in cash was available

to us outside the Trust Account, as of December 31, 2025, to fund our working capital requirements.

While 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 duration of the completion window, we cannot

assure you that our estimate is accurate.

Of the funds available to us, we could use a portion of the funds available to us to pay fees

to consultants to assist us with our search for a target business.

We could also use a portion of the funds as a down payment or to fund

a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping”

around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular

proposed business combination, although we do not have any current intention to do so.

If we entered into a letter of intent or merger

agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds

(whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence

with respect to, a target business.

Neither our Sponsor, members

of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances.

Any such advances

would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination.

Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of

$1.00 per warrant at the option of the lender.

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of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor

as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access

to funds in our Trust Account.

If we are unable to complete our initial business combination because we do not have sufficient funds

available to us, we will be forced to liquidate the Trust Account.

Consequently, our public shareholders may only receive an estimated

$10.05 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

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

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 and other entities with which we do business execute agreements with us waiving any right, title, interest or claim

of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, 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

as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to

funds in our Trust Account.

If we are unable to complete our initial business combination because we do not have sufficient funds available

to us, we will be forced to liquidate the Trust Account.

Consequently, our public shareholders may only receive an estimated $10.05 per

share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

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.

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 and other entities with which we do business execute agreements with us waiving any right, title, interest

or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, 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.

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our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with

such third party if management believes that such third party’s engagement would be in the best interests of the Company under

the circumstances.

Each of Withum Smith + Brown, PC, our independent registered public accounting firm, and the underwriters of the IPO

will not execute agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances where we may engage

a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills

are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases

where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities

will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements

with us and will not seek recourse against the Trust Account for any reason.

Upon redemption of our Public Shares, if we are unable to

complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with

our initial business combination, we will be required to provide for payment of claims of creditors that were 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 Public Share initially held in the Trust Account, due to claims of such creditors.

Pursuant to the

Letter Agreement which is filed as an exhibit to this Annual Report, our Sponsor has agreed that it will be liable to us if and to the

extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent auditors),

such third party if management believes that such third party’s engagement would be in the best interests of the Company under the

circumstances.

Each of Withum Smith + Brown, PC, our independent registered public accounting firm, and the underwriters of the IPO will

not execute agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances

where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular

expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute

a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

In addition, there is no guarantee

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

or agreements with us and will not seek recourse against the Trust Account for any reason.

Upon redemption of our Public Shares, if we

are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in

connection with our initial business combination, we will be required to provide for payment of claims of creditors that were 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 Public Share initially held in the Trust Account, due to claims of such creditors.

to the Letter Agreement which is filed as an exhibit to this Annual Report, our Sponsor has agreed that it will be liable to us if and

to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent auditors),

or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement

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in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters

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

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified

whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are

securities of our Company.

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

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our

Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of

Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions

could be reduced to less than $10.05 per Public Share.

In such event, we may not be able to complete our initial business combination,

and you would receive such lesser amount per share in connection with any redemption of your Public Shares.

None of our officers or directors

will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the

indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution

As a result, if any such claims

were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced

to less than $10.05 per Public Share.

In such event, we may not be able to complete our initial business combination, and you would receive

such lesser amount per share in connection with any redemption of your Public Shares.

None of our officers or directors will indemnify

us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce

the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution

to our public shareholders.

In the event that the proceeds in the Trust Account

are reduced below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as

of the date of the liquidation of the Trust Account if less than $10.05 per Public Share due to reductions in the value of the trust

assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification

obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor

to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf

against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their

business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost

of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors

determine 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 Public

In the event that the proceeds

in the Trust Account are reduced below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the

Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per Public Share due to reductions in the value

of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its obligations or that it

has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action

against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal

action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors

in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for

example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if

the independent directors determine 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 Public Share.

We may not have sufficient funds to satisfy

indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors

to the fullest extent permitted by law.

However, our officers and directors have agreed to waive any right, title, interest or claim

of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever.

any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or

(ii) we consummate an initial business combination.

Our obligation to indemnify our officers and directors may discourage shareholders

from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect

of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might

otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected to the extent we pay

the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

The securities in which we invested the funds

held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes

or reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less

than $10.05 per Public Share.

The proceeds held in the Trust Account have been

invested only in (i) 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.

government treasury obligations or (ii)

an interest bearing demand deposit account or other accounts at a bank.

We have agreed to indemnify

our officers and directors to the fullest extent permitted by law.

However, our officers and directors have agreed to waive any right,

title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any

reason whatsoever.

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside

of the Trust Account or (ii) we consummate an initial business combination.

Our obligation to indemnify our officers and directors may

discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action,

if successful, might otherwise benefit us and our shareholders.

Furthermore, a shareholder’s investment may be adversely affected

to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

The securities in which we invested the

funds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of

taxes or reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be

less than $10.05 per Public Share.

The proceeds held in the Trust

Account have been invested only in (i) 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.

government treasury obligations

or (ii) an interest bearing demand deposit account or other accounts at a bank.

While short-term U.S.

government treasury obligations currently

yield a positive rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe and Japan

pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility

that it may in the future adopt similar policies in the United States.

In the event that we are unable to complete our initial business

combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are

entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or payable

(less, in the case we are unable to complete our initial business combination, $100,000 of net interest for dissolution expenses).

interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders

may be less than $10.05 per Public Share.

If, after we distribute the proceeds in the

Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition

government treasury obligations

currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years.

Central banks in Europe

and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the

possibility that it may in the future adopt similar policies in the United States.

In the event that we are unable to complete our initial

business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders

are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of taxes paid or

payable (less, in the case we are unable to complete our initial business combination, $100,000 of net interest for dissolution expenses).

Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public

shareholders may be less than $10.05 per Public Share.

If, after we distribute the proceeds in

the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition

is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our

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of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust

Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is

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

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

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

In addition, our board of directors may be viewed

as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of

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

If, before distributing the proceeds in the

Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition

is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders

and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust

Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is

filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may

be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders

If, after we distribute the

proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or

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

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

result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.

In addition, our board

of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself

and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing

the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy

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

claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation

may be reduced.

If, before distributing the

proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or

insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy

law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders

in connection with our liquidation may be reduced.

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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

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 with the SEC;

of a specific form of corporate structure;

record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In addition, we may have imposed upon

us burdensome requirements, including:

● registration as an investment company with the SEC;

● 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

as an investment company under the Investment Company Act, unless we can qualify for an exclusion, a company must ensure that it is engaged

primarily in a business other than investing, reinvesting or trading of securities and that its activities do not include investing,

reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S.

government securities and cash items) on an unconsolidated basis.

Our business will be to identify and complete a business combination

and thereafter to operate the post-transaction business or assets for the long term.

We do not spend or intend to spend a considerable

of time actively managing the assets in the Trust Account for the primary purpose of achieving investment returns.

We do not plan to

buy businesses or assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or to

be a passive investor.

The SEC recently provided guidance that the determination

of whether a special purpose acquisition company, like us, is an “investment company” under the Investment Company Act is

a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a special purpose

acquisition vehicle’s duration, asset composition, business purpose and activities, and “is a question of facts and circumstances”

requiring individualized analysis.

When applying these factors to us we do not believe that our principal activities will subject us

to the Investment Company Act.

To this end, the Company was formed for the purpose of completing an initial business combination with

one or more businesses.

Since our inception, our business has been and will continue to be focused on identifying and completing an initial

business combination, and thereafter, operating the post-transaction business or assets for the long term.

Further, we do not plan to

buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or

to be a passive investor.

In addition, the proceeds held in the Trust Account were invested in (i) 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 or (ii) an interest bearing bank demand deposit account or other accounts at a bank.

Pursuant 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 buying and selling businesses

in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such

assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act.

investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment

primarily in a business other than investing, reinvesting or trading of securities and that its activities do not include investing, reinvesting,

owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S.

securities and cash items) on an unconsolidated basis.

Our business will be to identify and complete a business combination and thereafter

to operate the post-transaction business or assets for the long term.

We do not spend or intend to spend a considerable of time actively

managing the assets in the Trust Account for the primary purpose of achieving investment returns.

We do not plan to buy businesses or

assets with a view to resale or profit from their resale.

We do not plan to buy unrelated businesses or assets or to be a passive investor.

The SEC recently provided

guidance that the determination of whether a special purpose acquisition company, like us, is an “investment company” under

the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors,

including a special purpose acquisition vehicle’s duration, asset composition, business purpose and activities, and “is a

question of facts and circumstances” requiring individualized analysis.

When applying these factors to us we do not believe that

our principal activities will subject us to the Investment Company Act.

To this end, the Company was formed for the purpose of completing

an initial business combination with one or more businesses.

Since our inception, our business has been and will continue to be focused

on identifying and completing an initial business combination, and thereafter, operating the post-transaction business or assets for the

Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to

buy unrelated businesses or assets or to be a passive investor.

In addition, the proceeds held in the Trust Account were invested in (i)

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 or (ii) an interest bearing bank demand deposit account or other accounts at

Pursuant 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 buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving

investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment

Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities

or investment securities.

Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either:

(i) the completion

of our initial 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 (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 the completion window or (B) with respect to any other material provisions relating to shareholders’

rights or pre-initial business combination activity;

or (iii) absent an initial business combination within the completion window, our

return of the funds held in the Trust Account to our public shareholders as part of our redemption of the Public Shares.

invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be an investment company

for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and compliance with these

additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete

a business combination.

We may also be forced to abandon our efforts to complete an initial business combination and instead be required

to liquidate the Trust Account.

In which case, our investors would not be able to realize the benefits of owning shares in a successor

operating business, including the potential appreciation in the value of our securities following such a transaction, and our Warrants

would expire worthless.

For illustrative purposes, in connection with the liquidation of our Trust Account, our public shareholders may

receive only approximately $10.25 per Public Share, which is based on estimates as of December 31, 2024, or less in certain circumstances,

(i) the completion of our initial 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 (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 the completion window or (B) with respect to any other material provisions relating to

shareholders’ rights or pre-initial business combination activity;

or (iii) absent an initial business combination within the completion

window, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the Public Shares.

we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be an

investment company for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and

compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder

our ability to complete a business combination.

We may also be forced to abandon our efforts to complete an initial business combination

and instead be required to liquidate the Trust Account.

In which case, our investors would not be able to realize the benefits of owning

shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction,

and our Warrants would expire worthless.

Further, under the subjective test of an “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 based on the length of time such funds are invested

in such assets.

In the adopting release for the 2024 SPAC Rules

(as defined below), the SEC provided guidance that a SPAC’s potential status as an “investment company” depends on

a variety of factors, such as a SPAC’s duration, asset composition, business purpose and activities and “is a question of

facts and circumstances” requiring individualized analysis.

If we were deemed to be subject to compliance with and regulation under

the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.

we are able to modify our activities so that we would not be deemed an investment company, we would either register as an investment

For illustrative purposes, in connection with the liquidation of our Trust Account, our public

shareholders may receive only approximately $10.67 per Public Share, which is based on estimates as of December 31, 2025, or less in certain

circumstances, and our Warrants would expire worthless.

Further, under the subjective test of an “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 based on the length of time such funds

are invested in such assets.

In the adopting release for

the 2024 SPAC Rules (as defined below), the SEC provided guidance that a SPAC’s potential status as an “investment company”

depends on a variety of factors, such as a SPAC’s duration, asset composition, business purpose and activities and “is a question

of facts and circumstances” requiring individualized analysis.

If we were deemed to be subject to compliance with and regulation

under 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 of the combined company’s securities, and our warrants would expire worthless.

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 (which may include demand deposit

accounts) 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 (i) U.S.

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

investing solely in U.S.

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, and our warrants would expire worthless.

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 (which may include demand deposit accounts) 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 (i) 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

government treasury obligations or (ii) an interest bearing bank demand deposit account or other accounts at a

government treasury obligations or (ii) an interest bearing bank demand deposit account or other accounts at a bank.

Such 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.

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 (which may include demand

deposit accounts) 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, and certain other expenses as permitted.

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 (which may include demand deposit accounts) may reduce the dollar amount our public shareholders would receive upon any redemption

or liquidation of the Company.

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 (which may include demand deposit accounts) 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, and certain other expenses as permitted.

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 (which may include

demand deposit accounts) may reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the

Changes in laws or regulations, or a failure

1 unchanged sentence

business combination, and results of operations.

We are subject to the laws and regulations, and

interpretations and applications of such laws and regulations, of national, regional, state and local governments and applicable non-U.S.

We are subject to the laws

and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments

and applicable non-U.S.

jurisdictions.

In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and

our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations

and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications.

In particular, we are required to comply with certain SEC and potentially other legal and regulatory

requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws,

regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations,

interpretations and applications.

Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly.

Those laws and regulations and their interpretation

and application may also change from time to time, and those changes could have a material adverse effect on our business, including

our ability to negotiate and complete an initial business combination.

Moreover, because these laws, regulations and

standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available.

For example, on January 24, 2024, the SEC issued final rules and guidance relating to SPACs, like us, regarding, among other things,

disclosure in SEC filings in connection with initial business combination transactions;

laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material

adverse effect on our business, including our ability to negotiate and complete an initial business combination.

Moreover, because these laws,

regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes

For example, on January 24, 2024, the SEC issued final rules and guidance relating to SPACs, like us, regarding, among other

things, disclosure in SEC filings in connection with initial business combination transactions;

the financial statement requirements applicable

9 unchanged sentences

ongoing military actions between Russia and Ukraine and the ongoing hostilities in the Middle East.

On February 24, 2022, Russian military forces

launched a military action in Ukraine, and sustained conflict and disruption in the region is ongoing.

In addition, on October 7, 2023,

Hamas launched a terrorist attack in Israel that has resulted in a significant action by the Israeli military in Gaza.

This has been

accompanied by additional terrorist activities that have, among other things, disrupted shipping in the Red Sea.

Although the length,

impact and outcome of these ongoing military conflicts is highly unpredictable, these conflicts could lead to significant market and

other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets,

supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks

and espionage.

The situation is rapidly evolving as a result

of these conflicts.

The United States, the European Union, the United Kingdom and other countries may implement additional sanctions,

export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective

Additionally, the evolving conflicts may expand

to other countries and markets.

Such sanctions and other measures, as well as the potential for expanded military activities, could adversely

affect the global economy and financial markets and could adversely affect our ability to search for a business combination or finance

such business combination, and the business, financial condition and results of operations of any target business with which we ultimately

consummate a business combination may be materially adversely affected.

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 the COVID-19 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 the military conflict in Israel and Gaza) 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.

On February 24, 2022, Russian

military forces launched a military action in Ukraine, and sustained conflict and disruption in the region is ongoing.

In addition, on

October 7, 2023, Hamas launched a terrorist attack in Israel that has resulted in a significant action by the Israeli military in Gaza.

On February 28, 2026, the U.S., in coordination with Israel, also launched major airstrikes against Iran.

This has been accompanied by

additional terrorist and military activities that have, among other things, disrupted shipping in the Red Sea and the Persian Gulf.

the length, impact and outcome of these ongoing military conflicts is highly unpredictable, these conflicts could lead to significant

market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial

markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase

in cyberattacks and espionage.

The situation is rapidly evolving

as a result of these conflicts.

The United States, the European Union, the United Kingdom and other countries may implement additional

sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries

in the respective territories.

Additionally, the evolving

conflicts may expand to other countries and markets.

Such sanctions and other measures, as well as the potential for expanded military

activities, could adversely affect the global economy and financial markets and could adversely affect our ability to search for a business

combination or finance such business combination, and the business, financial condition and results of operations of any target business

with which we ultimately consummate a business combination may be materially adversely affected.

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 the COVID-19 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 the military conflicts in Israel, Iran and Gaza) 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

Recent changes in U.S.

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On January 20, 2025, Mr.

Trump was inaugurated

as President of the United States.

As a candidate, President Trump called for significant policy changes and the reversal of several

of the prior presidential administration’s policies, including significant changes to U.S.

fiscal, tax, trade, healthcare, immigration,

foreign, environmental and government regulatory policy.

The changes to date include the actual or threatened imposition of tariffs against

multiple countries, as well as indications that the regulatory environment for many industries (including renewable and non-renewable

energy) may significantly change.

We do not know whether or to what extent such changes will be instituted over the foreseeable future

or which other initiatives may be implemented.

Trump was inaugurated as President of the United States.

As a candidate, President Trump called for significant policy changes and

the reversal of several of the prior presidential administration’s policies, including significant changes to U.S.

trade, healthcare, immigration, foreign, environmental and government regulatory policy.

The changes to date include the actual or threatened

imposition of tariffs against multiple countries, as well as indications that the regulatory environment for many industries (including

renewable and non-renewable energy) may significantly change.

We do not know whether or to what extent such changes will be instituted

over the foreseeable future or which other initiatives may be implemented.

To the extent the U.S.

Congress or the current or future presidential administrations

implement changes to U.S.

Congress or the current or future presidential

administrations implement changes to U.S.

policy, those changes may impact, among other things, the U.S.

and global economy, international trade and

relations, unemployment, immigration, corporate taxes, healthcare, the U.S.

regulatory environment, inflation, interest rates, fiscal

or monetary policy and other areas in ways that may adversely affect our financial condition, the financial condition of prospective

and global economy, international

trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S.

regulatory environment, inflation, interest rates,

fiscal or monetary policy and other areas in ways that may 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

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before redemption from our Trust Account.

If we are unable to consummate our initial business

combination within the completion window, the proceeds 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), will be used to fund the redemption

of our Public Shares, as further described herein.

Any redemption of public shareholders from the Trust Account will be effected automatically

by function of our amended and restated memorandum and articles of association prior to any voluntary winding up.

If we are required

to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation

process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act.

In that case,

investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our Trust Account become available

to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account.

We have no obligation to return

funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto

and only then in cases where investors have sought to redeem their Class A ordinary shares.

Only upon our redemption or any liquidation

will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

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.

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 to a fine of $18,293 and to imprisonment for five years in

the Cayman Islands.

We may not hold an annual general meeting until

after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.

In accordance with Nasdaq corporate governance

requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing

There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors.

Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and 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.

In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of

directors until after the consummation of our initial business combination, while non-managing sponsor investors have no right to control

our Sponsor or vote or dispose of any securities held by our Sponsor.

If we are unable to consummate

our initial business combination within the completion window, the proceeds 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), will be used to

fund the redemption of our Public Shares, as further described herein.

Any redemption of public shareholders from the Trust Account will

be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding

If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders,

as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies

In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our Trust

Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account.

no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business

combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares.

Only upon our redemption

or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

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

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.

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 to a fine of $18,293 and to imprisonment for five

years in the Cayman Islands.

We may not hold an annual general meeting

until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.

In accordance with Nasdaq

corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end

following our listing on Nasdaq.

There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings

to appoint directors.

Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors

and 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.

In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the

appointment of directors until after the consummation of our initial business combination, while non-managing sponsor investors have no

right to control our Sponsor or vote or dispose of any securities held by our Sponsor.

Because we are neither limited to evaluating

a target business in a particular industry sector nor have we selected any target businesses with which to pursue our initial business

combination, you will not be unable to ascertain the merits or risks of any particular target business’s operations.

Our efforts to identify a prospective initial

business combination target are not limited to a particular industry, sector or geographic region.

While we may pursue an initial business

combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire

a business or businesses that can benefit from our management team’s established global relationships and operating experience.

combination, you will not be able to ascertain the merits or risks of any particular target business’s operations.

Our efforts to identify a

prospective initial business combination target are not limited to a particular industry, sector or geographic region.

While we may pursue

an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to

identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating

Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully

2 unchanged sentences

solely with another blank check company or similar company with nominal operations.

Because we have not yet selected any specific

target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular

target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

To the extent we

complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine.

For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may

be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

In recent years,

a number of target businesses have underperformed financially post-business combination.

There are no assurances that the target business

with which we consummate our initial business combination will perform as anticipated.

Although our officers and directors have and will

endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess

all of the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these risks may

be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target

We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than

a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any shareholders who choose to

remain shareholders following the initial business combination could suffer a reduction in the value of their securities.

Because we have not yet selected

any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any

particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects.

extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which

For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings,

we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity.

years, a number of target businesses have underperformed financially post-business combination.

There are no assurances that the target

business with which we consummate our initial business combination will perform as anticipated.

Although our officers and directors have

and will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain

or assess all of the significant risk factors or that we will have adequate time to complete due diligence.

Furthermore, some of these

risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact

a target business.

We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors

than a direct investment, if such opportunity were available, in a business combination target.

Accordingly, any shareholders who choose

to remain shareholders following the initial business combination could suffer a reduction in the value of their securities.

Such shareholders

5 unchanged sentences

in industries or sectors that may be outside of our management’s areas of expertise.

We will consider a business combination outside

of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate

offers an attractive business combination opportunity for our Company.

Although our management will endeavor to evaluate the risks inherent

in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant

risk factors.

We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors

than a direct investment, if an opportunity were available, in a business combination candidate.

In the event we elect to pursue a business

combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable

to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s expertise

would not be relevant to an understanding of the business that we elect to acquire.

As a result, our management may not be able to ascertain

or assess adequately all of the relevant risk factors.

Accordingly, any shareholders who choose to remain shareholders following our

initial business combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy for

such reduction in value.

We will consider a business

combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine

that such candidate offers an attractive business combination opportunity for our Company.

Although our management will endeavor to evaluate

the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess

all of the significant risk factors.

We also cannot assure you that an investment in our securities will not ultimately prove to be less

favorable to investors than a direct investment, if an opportunity were available, in a business combination candidate.

In the event we

elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may

not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of

our management’s expertise would not be relevant to an understanding of the business that we elect to acquire.

As a result, our

management may not be able to ascertain or assess adequately all of the relevant risk factors.

Accordingly, any shareholders who choose

to remain shareholders following our initial business combination could suffer a reduction in the value of their shares.

Such shareholders

are unlikely to have a remedy for such reduction in value.

Although we have identified general criteria

and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination

with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial

business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and

guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business

combination will not have all of these positive attributes.

If we complete our initial business combination with a target that does not

meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of

our general criteria and guidelines.

In addition, if we announce a prospective business combination with a target that does not meet

our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult

for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash.

In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business

or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business

does not meet our general criteria and guidelines.

If we are unable to complete our initial business combination, our public shareholders

may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders,

and our warrants will expire worthless.

We are not required to obtain an opinion from

an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently,

and guidelines that we believe are important in evaluating prospective target businesses, if we are unable to complete the proposed business

combination with ReserveOne, we may enter into our initial business combination with a target that does not meet such criteria and guidelines,

and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent

with our general criteria and guidelines.

Although we have identified

general criteria and guidelines for evaluating prospective target businesses, if we do not complete a business combination with ReserveOne,

it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes.

If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may

not be as successful as a combination with a business that does meet all of our general criteria and guidelines.

In addition, if we announce

a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders

may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires

us to have a minimum net worth or a certain amount of cash.

In addition, if shareholder approval of the transaction is required by law,

or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval

of our initial business combination if the target business does not meet our general criteria and guidelines.

If we are unable to complete

our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that

are available for distribution to public shareholders, and our warrants will expire worthless.

We are not required to obtain an opinion

from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently,

you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a

financial point of view.

Unless we complete our initial business combination

with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses

(including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking

firm which is a member of FINRA or a valuation or appraisal firm that the price we are paying is fair to our shareholders from a financial

point of view.

If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine

fair market value based on standards generally accepted by the financial community.

Such standards used will be disclosed in our proxy

materials or tender offer documents, as applicable, related to our initial business combination.

We may issue additional Class A ordinary shares

or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial

Unless we complete our initial

business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target

business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent

investment banking firm which is a member of FINRA or a valuation or appraisal firm that the price we are paying is fair to our shareholders

from a financial point of view.

If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors,

who will determine fair market value based on standards generally accepted by the financial community.

Such standards used will be disclosed

in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

We may issue additional Class A ordinary

shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial

business combination.

3 unchanged sentences

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 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B

ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share.

There are 171,250,000 and

42,812,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount

does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the

Class B ordinary shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares (which such Class A ordinary

shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account

if we fail to consummate an initial business combination) concurrently with or immediately following the consummation of our initial

business combination or earlier at the option of the holder, initially at a one-for-one ratio but subject to adjustment as set forth

herein and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class

A ordinary shares or equity-linked securities related to our initial business combination.

There are no preference shares issued and

We may issue a substantial number of additional

Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion

of our initial business combination.

We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio

greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein.

However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business

combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or

(ii) vote on any initial business combination.

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

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

of additional ordinary or preference shares:

significantly dilute the equity interest of investors in the IPO, which dilution would increase

if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of

Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B

ordinary shares;

subordinate the rights of holders of Class A ordinary shares if preference shares are issued

with rights senior to those afforded our Class A ordinary shares;

cause a change in control if a substantial number of Class A ordinary 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;

have the effect of delaying or preventing a change of control of us by diluting the share

ownership or voting rights of a person seeking to obtain control of us;

adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Public

not result in adjustment to the exercise price of our Public Warrants.

Our amended and restated memorandum

and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000

Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share.

There are 171,250,000

and 12,812,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which

amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion

of the Class B ordinary shares.

The Class B ordinary shares are automatically convertible into Class A ordinary shares (which such Class

A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust

Account if we fail to consummate an initial business combination) concurrently with or immediately following the consummation of our initial

business combination or earlier at the option of the holder, initially at a one-for-one ratio but subject to adjustment as set forth herein

and in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary

shares or equity-linked securities related to our initial business combination.

There are no preference shares issued and outstanding.

We may issue a substantial

number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive

plan after completion of our initial business combination.

We may also issue Class A ordinary shares upon conversion of the Class B ordinary

shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions

as set forth therein.

However, our amended and restated memorandum and articles of association provide, among other things, that prior

to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from

the Trust Account or (ii) vote on any initial business combination.

These provisions of our amended and restated memorandum and articles

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

The issuance of additional ordinary or preference shares:

● may significantly dilute the equity interest of investors

in the IPO, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of

Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

● may subordinate the rights of holders of Class A ordinary

shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

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

Class A ordinary 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 have the effect of delaying or preventing a change of

control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;

● may adversely affect prevailing market prices for our Units,

Class A ordinary shares and/or Public Warrants;

● may not result in adjustment to the exercise price of our

Public Warrants.

Unlike some other similarly structured special

1 unchanged sentence

consummate an initial business combination.

The founder shares will automatically convert

into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be

entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) concurrently with

or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one

The founder shares will automatically

convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights

or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) concurrently

with or immediately following the consummation of our 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 our initial business combination, the number of Class A ordinary shares issuable upon conversion

of all founder shares will equal, in the aggregate, on an as converted basis, 20% of the total number of Class A ordinary shares outstanding

In the case that additional Class A ordinary shares or equity-linked securities are issued or

deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all

founder shares will equal, in the aggregate, on an as converted basis, 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

4 unchanged sentences

or directors upon conversion of Working Capital Loans (as defined below);

provided that such conversion of founder shares will never

occur on a less than one-for-one basis.

We may issue our shares to investors in connection

with our initial business combination at a price which is less than less than $10.05 or the prevailing market price of our shares at

that time, which could dilute the interests of our existing shareholders and add costs.

In connection with our initial business combination,

we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.05 per share (which

approximates the per-share amounts in our Trust Account at such time) or at any other price.

The purpose of such issuances will be to

enable us to provide sufficient liquidity and capital to the post-business combination entity.

Any such issuances of equity securities

at a price that is less than $10.05 or the prevailing market price of our shares at that time could be structured to ensure a return

on investment to the investors and could dilute the interests of our existing shareholders in a manner that would not ordinarily occur

in a traditional initial public offering and could result in both a reduction in the trading price of our shares to the price at which

we issue such equity securities and fluctuations in the net tangible book value per share of the combined company’s securities

provided that such conversion of founder shares will never occur

on a less than one-for-one basis.

We may issue our shares to investors in

connection with our initial business combination at a price which is less than less than $10.05 or the prevailing market price of our

shares at that time, which could dilute the interests of our existing shareholders and add costs.

In connection with our initial

business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.05

per share (which approximates the per-share amounts in our Trust Account at such time) or at any other price.

The purpose of such issuances

will be to enable us to provide sufficient liquidity and capital to the post-business combination entity.

Any such issuances of equity

securities at a price that is less than $10.05 or the prevailing market price of our shares at that time could be structured to ensure

a return on investment to the investors and could dilute the interests of our existing shareholders in a manner that would not ordinarily

occur in a traditional initial public offering and could result in both a reduction in the trading price of our shares to the price at

which we issue such equity securities and fluctuations in the net tangible book value per share of the combined company’s securities

following the completion of our initial business combination.

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offering, including the placement fees associated with the engagement of a placement agent in connection with PIPE transactions.

Resources could be wasted in researching business

combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with

another business.

If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata

portion of the funds in the Trust Account that are available for distribution to public shareholders, and our Warrants will expire worthless.

We anticipate that the investigation of each specific

target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require

substantial management time and attention and substantial costs for accountants, attorneys, consultants and others.

If we decide not

to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not

be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business

combination for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related costs

incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in

the Trust Account that are available for distribution to public shareholders, and our Warrants will expire worthless.

We may engage in a business combination with

one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing

holders which may raise potential conflicts of interest.

In light of the involvement of our Sponsor, the

Sponsor Manager, and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with

or competitive with our Sponsor, officers, directors and their respective affiliates or existing holders.

Our directors also serve as

officers and/or board members for other entities including, without limitation, those described under “ Management – Conflicts

of Interest .” Such entities may compete with us for business combination opportunities.

Although we will not be specifically

focusing on, or targeting, any transaction with any affiliated entities, we may pursue such a transaction if we determined that such

affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent and

disinterested directors.

Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of

FINRA or a valuation or appraisal firm regarding the fairness to our Company from a financial point of view of a business combination

with one or more domestic or international businesses affiliated with our Sponsor, officers, directors or existing holders, potential

conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public

shareholders as they would be absent any conflicts of interest.

our Sponsor, officers and directors, and any other holder of our founder shares, including the Sponsor Manager and any non-managing sponsor

investors may lose their entire investment in us if our initial business combination is not completed (other than with respect to Public

Shares they have acquired, or may in the future acquire, if any), a conflict of interest may arise in determining whether a particular

business combination target is appropriate for our initial business combination.

15, 2024, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500

founder shares.

In connection with the IPO, our Sponsor issued membership interests at a nominal purchase price to the non-managing sponsor

investors reflecting interests in an aggregate of 3,400,000 founder shares held by our Sponsor.

Membership interests reflecting interests

in the remaining 3,787,500 founder shares held by the Sponsor are held by the Sponsor Manager.

the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible.

The purchase price

of the founder shares was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued.

The number of founder shares outstanding was determined such that the founder shares would represent 20% of the outstanding shares after

The founder shares will be worthless if we do not complete an initial business combination, except to the extent they receive

liquidating distributions from assets outside of the Trust Account.

In addition, our Sponsor and Cantor Fitzgerald & Co., the representative

Resources could be wasted in researching

business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge

with another business.

If we are unable to complete our initial business combination, our public shareholders may only receive their pro

rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our Warrants will expire

We anticipate that the investigation

of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments

will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others.

decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely

would not be recoverable.

Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial

business combination for any number of reasons including those beyond our control.

Any such event will result in a loss to us of the related

costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds

in the Trust Account that are available for distribution to public shareholders, and our Warrants will expire worthless.

We may engage in a business combination

with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors

or existing holders which may raise potential conflicts of interest.

In light of the involvement

of our Sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with or competitive

with our Sponsor, officers, directors and their respective affiliates or existing holders.

Our directors also serve as officers and/or

board members for other entities including, without limitation, those described under “ Management - Conflicts of Interest .”

Such entities may compete with us for business combination opportunities.

Although we will not be specifically focusing on, or targeting,

any transaction with any affiliated entities, we may pursue such a transaction if we determined that such affiliated entity met our criteria

for a business combination and such transaction was approved by a majority of our independent and disinterested directors.

agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm

regarding the fairness to our Company from a financial point of view of a business combination with one or more domestic or international

businesses affiliated with our Sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and,

as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts

Since our Sponsor, officers and directors,

and any other holder of our founder shares may lose their entire investment in us if our initial business combination is not completed

(other than with respect to Public Shares they have acquired, or may in the future acquire, if any), a conflict of interest may arise

in determining whether a particular business combination target is appropriate for our initial business combination .

On March 15, 2024, our Original

Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 founder shares.

In connection with the IPO, our original Sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors

reflecting interests in an aggregate of 3,400,000 founder shares held by our Sponsor.

Prior to the initial investment

in the Company of $25,000 by the Original Sponsor, the Company had no assets, tangible or intangible.

The purchase price of the founder

shares was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued.

The number of

founder shares outstanding was determined such that the founder shares would represent 20% of the outstanding shares after the IPO.

founder shares will be worthless if we do not complete an initial business combination, except to the extent they receive liquidating

distributions from assets outside of the Trust Account.

In addition, our Original Sponsor and Cantor Fitzgerald & Co., the representative

of the underwriters, purchased an aggregate of 8,337,500 Private Placement Warrants for an aggregate purchase price of $8,337,500 or $1.00

$1.00 per warrant.

Of those 8,337,500 Private Placement Warrants, the Sponsor purchased 5,043,750 Private Placement Warrants and Cantor

Of those 8,337,500 Private Placement Warrants, the Original Sponsor purchased 5,043,750 Private Placement Warrants and Cantor

Fitzgerald & Co.

3 unchanged sentences

warrant ($4,250,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO.

In connection with

each non-managing sponsor investor purchasing, through our Sponsor, the Private Placement Warrants allocated to it in connection with

the closing of the IPO, our Sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting

interests in an aggregate of 3,400,000 founder shares held by our Sponsor.

Membership interests reflecting interests in the remaining

3,787,500 founder shares held by the Sponsor are held by the Sponsor Manager.

Placement Warrants will be worthless if we do not complete our initial business combination.

The personal and financial interests of

our officers and directors 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.

This risk may become more

acute as the end of the completion window nears, which is the deadline for our completion of an initial business combination.

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

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

we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding

debt, we may choose to incur substantial debt to complete our initial business combination.

The incurrence of debt could have a variety

of negative effects, including:

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

Subsequently, on

May 27, 2025, (i) the Original Sponsor sold 5,043,750 Private Placement Warrants, held by it and the non-managing sponsor investors, to

the Sponsor, and (ii) Cantor Fitzgerald & Co.

sold its 3,293,750 Private Placement Warrants to the Sponsor.

The Private Placement Warrants

will be worthless if we do not complete our initial business combination.

The personal and financial interests of our officers and directors

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.

This risk may become more acute as the end of

the completion window nears, which is the deadline for our completion of an initial business combination.

We may issue notes or other debt securities,

or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition

and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments

as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose

to incur substantial debt to complete our initial business combination.

The incurrence of debt could have a variety of negative effects,

● 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;

immediate payment of all principal and accrued interest, if any, if the debt security is

payable on demand;

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;

a substantial portion of our cash flow to pay principal and interest on our debt, which will

reduce the funds available for expenses, capital expenditures, acquisitions and 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;

vulnerability to adverse changes in general economic, industry and competitive conditions

and adverse changes in government regulation;

● limitations

on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,

debt service requirements, execution of our strategy and other purposes and other disadvantages

● 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;

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

and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate

● 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;

● limitations on our ability to borrow additional amounts for

expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages

compared to our competitors who have less debt.

may only be able to complete one business combination with the proceeds of the IPO and the sale of the Private Placement Warrants, which

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

We may only be able to complete one business

combination with the proceeds of the IPO and the sale of the Private Placement Warrants, which will cause us to be solely dependent on

a single business which may have a limited number of products or services.

This lack of diversification may negatively impact our operations

and profitability.

We may effectuate our initial

business combination with a single target business or multiple target businesses simultaneously or within a short period of time.

we may not be able to effectuate our initial business combination with more than one target business because of various factors, including

the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that

present operating results and the financial condition of several target businesses as if they had been operated on a combined basis.

completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic,

competitive and regulatory developments.

Further, we would not be able to diversify our operations or benefit from the possible spreading

of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different

industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

● solely dependent upon the performance of a single business,

property or asset, or

● dependent upon the development or market acceptance of a single

or limited number of products, processes or services.

This lack of diversification

may negatively impact our operations and profitability.

may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within

a short period of time.

However, we may not be able to effectuate our initial business combination with more than one target business

because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma

financial statements with the SEC that present operating results and the financial condition of several target businesses as if they

had been operated on a combined basis.

By completing our initial business combination with only a single entity, our lack of diversification

may subject us to numerous economic, competitive and regulatory developments.

Further, we would not be able to diversify our operations

or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete

several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success

dependent upon the performance of a single business, property or asset, or

upon the development or market acceptance of a single or limited number of products, processes

lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial

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

may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete

our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers

to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make

it more difficult for us, and delay our ability, to complete our initial business combination.

With multiple business combinations, we

could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence

investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations

and services or products of the acquired companies in a single operating business.

If we are unable to adequately address these risks,

it could negatively impact our profitability and results of operations.

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

result in a business combination with a company that is not as profitable as we suspected, if at all.

pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company.

Very little public information generally exists about private companies, and we could be required to make our decision on whether to

pursue a potential initial business combination on the basis of limited information, which may result in a business combination with

a company that is not as profitable as we suspected, if at all.

do not have a specified maximum redemption threshold.

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

our initial business combination with which a substantial majority of our shareholders do not agree.

amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold.

Our proposed initial

business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash

for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

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 or, if we seek shareholder approval of our initial business combination and do not conduct

redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated

agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates.

In the event the aggregate

cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount

required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available

to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will

be returned to the holders thereof, and we instead may search for an alternate business combination.

the extent that we redeem Class A ordinary shares such that our net tangible assets would be less than $5,000,001 either prior to or

upon consummation of our initial business combination, we would not be able to rely on Rule 3a51-1(g)(1) to avoid our Class A ordinary

shares being considered a “penny stock.” We would need to rely on another basis for our Class A ordinary shares to not be

considered a “penny stock,” such as Rule 3a51-1(a)(2), which is dependent on the Class A ordinary shares remaining listed.

A determination that our Class A ordinary shares are a “penny stock” would require brokers trading in our Class A ordinary

shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for

our securities.

order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and

other governing instruments, including their warrant agreements.

We cannot assure you that we will not seek to amend our amended and

restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our

initial business combination that our shareholders may not support.

order to effectuate a business combination, SPACs have, in the recent past, amended various provisions of their charters and governing

instruments, including their warrant agreements.

For example, SPACs have amended the definition of business combination, increased redemption

thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant

agreements to require the warrants to be exchanged for cash and/or other securities.

Amending our amended and restated memorandum and

articles of association will require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds

of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter

at a general meeting of the Company, and amending our warrant agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us (the “ Warrant Agreement ”) will require a vote of holders of at least 50% of the Public Warrants and,

solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the Warrant Agreement with respect

to the Private Placement Warrants, 50% of the then outstanding Private Placement Warrants.

In addition, our amended and restated memorandum

and articles of association require us to provide our public shareholders with the opportunity to redeem their Public Shares for cash

if we propose an amendment to 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 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.

To the extent any of such amendments would be deemed to fundamentally

change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration

for, the affected securities.

We cannot assure you that we will not seek to amend our charter or governing instruments or extend the

time to consummate an initial business combination in order to effectuate our initial business combination.

provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and

corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of

holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting

of the Company, which is a lower amendment threshold than that of some other SPACs.

It may be easier for us, therefore, to amend our

amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some

of our shareholders may not support.

amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity

(including the requirement to deposit proceeds of the IPO and the private placement of warrants into the Trust Account and not release

such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended

if approved by special resolution, under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes

cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general

meeting of the Company, and corresponding provisions of the investment management trust agreement, dated as of July 31, 2024 by and between

the Company and Continental Stock Transfer & Trust Company, as trustee (as amended, the “ Trust Agreement ”) governing

the release of funds from our Trust Account may be amended if approved by the affirmative vote of at least two-thirds of our ordinary

shares which are represented in person or by proxy and are voted at a general meeting of the Company.

Our Sponsor, who beneficially owns

20% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or

Trust Agreement and will have the discretion to vote in any manner they choose.

As a result, we may be able to amend the provisions of

our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some

other SPACs, and this may increase our ability to complete a business combination with which you do not agree.

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

amended and restated memorandum and articles of association (A) 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 the completion window or (B) with respect to any other material provisions relating to shareholders’ rights

or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A

ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit

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

then outstanding Public Shares.

Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result,

will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements.

in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

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

business, which could compel us to restructure or abandon a particular business combination.

have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than

we could acquire with the net proceeds of the IPO and the sale of the Private Placement Warrants.

As a result, if the cash portion of

the purchase price for a target business exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemption

by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination.

assure you that such financing will be available on acceptable terms, if at all.

To the extent that additional financing proves to be

unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or

abandon that particular business combination and seek an alternative target business candidate.

Further, we may be required to obtain

additional financing in connection with the closing of our initial business combination for general corporate purposes, including for

maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred

in completing our initial business combination, or to fund the purchase of other companies.

If we are unable to complete our initial

business combination, our public shareholders may only receive their pro rata portion of the funds in the Trust Account that are available

for distribution to public shareholders, and our Warrants will expire worthless.

In addition, even if we do not need additional financing

to complete our initial business combination, we may require such financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target

None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our

initial business combination.

Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially

in a manner that you do not support.

Sponsor owns 20% of our issued and outstanding ordinary shares, assuming that it has not purchased any public shares.

Accordingly, it

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

amendments to our amended and restated memorandum and articles of association.

Further, prior to the closing of our initial business

combination, only holders of our Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction outside

the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional

documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside

the Cayman Islands).

These provisions of our amended and restated memorandum and articles of association may only be amended by a special

resolution passed by not less than 90% of the votes cast by the shareholders of the issued shares present in person or represented by

proxy and entitled to vote on such matter at a general meeting of the Company.

As a result, you will not have any influence over our

continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.

Accordingly, our Sponsor will continue

to exert control at least until the completion of our initial business combination.

If our Sponsor purchases any additional Class A ordinary

shares in the aftermarket or in privately negotiated transactions, this would increase its control.

Neither our Sponsor nor, to our knowledge,

any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual

Factors that would be considered in making such additional purchases would include consideration of the current trading price

of our Class A ordinary shares.

In addition, our board of directors, whose members were appointed by our Sponsor, is divided into three

classes, each of which generally serves for a term of three years with only one class of directors being appointed in each year.

not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of our initial business combination,

in which case all of the current directors will continue in office until at least the completion of the business combination.

is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors

will be considered for appointment and our Sponsor, because of its ownership position, will have considerable influence regarding the

Accordingly, our Sponsor will continue to exert control at least until the completion of our initial business combination.

may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review

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

Investment in the United States (“ CFIUS ”), or may be ultimately prohibited.

initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited.

For example, CFIUS has authority to review direct or indirect foreign investments in U.S.

Among other things, CFIUS is empowered

to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national

security reviews of foreign direct and indirect investments in U.S.

may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon

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

If we are unable to complete the Business

Combination with ReserveOne, we may attempt to simultaneously complete business combinations with multiple prospective targets, which

may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact

our operations and profitability.

If we are unable to complete

the Business Combination with ReserveOne and determine to simultaneously acquire several businesses that are owned by different sellers,

we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other

business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination.

multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple

negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent

assimilation of the operations and services or products of the acquired companies in a single operating business.

If we are unable to

adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business

combination with a private company about which little information is available, which may result in a business combination with a company

that is not as profitable as we suspected, if at all.

In pursuing our business combination

strategy, we may seek to effectuate our initial business combination with a privately held company.

Very little public information generally

exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination

on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected,

We do not have a specified maximum redemption

The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which

a substantial majority of our shareholders do not agree.

Our amended and restated memorandum

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

Our proposed initial business combination may impose

a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general

corporate purposes or (iii) the retention of cash to satisfy other conditions.

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

or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial

business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our

Sponsor, officers, directors, advisors or any of their affiliates.

In the event the aggregate cash consideration we would be required

to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant

to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business

combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we

instead may search for an alternate business combination.

To the extent that we redeem

Class A ordinary shares such that our net tangible assets would be less than $5,000,001 either prior to or upon consummation of our initial

business combination, we would not be able to rely on Rule 3a51-1(g)(1) to avoid our Class A ordinary shares being considered a “penny

stock.” We would need to rely on another basis for our Class A ordinary shares to not be considered a “penny stock,”

such as Rule 3a51-1(a)(2), which is dependent on the Class A ordinary shares remaining listed.

A determination that our Class A ordinary

shares are a “penny stock” would require brokers trading in our Class A ordinary shares to adhere to more stringent rules

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

In order to effectuate an initial business

combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments, including their

warrant agreements.

We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association

or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders

may not support.

In order to effectuate a business

combination, SPACs have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant

For example, SPACs have amended the definition of business combination, increased redemption thresholds and extended the time

to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants

to be exchanged for cash and/or other securities.

Amending our amended and restated memorandum and articles of association will require

a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders

of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the Company,

and amending our warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us (the “ Warrant

Agreement ”) will require a vote of holders of at least 50% of the Public Warrants and, solely with respect to any amendment

to the terms of the Private Placement Warrants or any provision of the Warrant Agreement with respect to the Private Placement Warrants,

50% of the then outstanding Private Placement Warrants.

In addition, our amended and restated memorandum and articles of association require

us to provide our public shareholders with the opportunity to redeem their Public Shares for cash if we propose an amendment to 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 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.

To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered

through this registration statement, we would register, or seek an exemption from registration for, the affected securities.

assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination

in order to effectuate our initial business combination.

The provisions of our amended and restated

memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement

governing the release of funds from our Trust Account) may be amended with the approval of holders of not less than two-thirds of our

ordinary shares which are represented in person or by proxy and are voted at a general meeting of the Company, which is a lower amendment

threshold than that of some other SPACs.

It may be easier for us, therefore, to amend our amended and restated memorandum and articles

of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

Our amended and restated memorandum

and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement

to deposit proceeds of the IPO and the private placement of warrants into the Trust Account and not release such amounts except in specified

circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution,

under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued

shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the Company, and corresponding

provisions of the investment management trust agreement, dated as of July 31, 2024 by and between the Company and Continental Stock Transfer

& Trust Company, as trustee (as amended, the “ Trust Agreement ”) governing the release of funds from our Trust Account

may be amended if approved by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by

proxy and are voted at a general meeting of the Company.

Our Sponsor, who beneficially owns 20% of our ordinary shares, will participate

in any vote to amend our amended and restated memorandum and articles of association and/or Trust Agreement and will have the discretion

to vote in any manner they choose.

As a result, we may be able to amend the provisions of our amended and restated memorandum and articles

of association which govern our pre-business combination behavior more easily than some other SPACs, and this may increase our ability

to complete a business combination with which you do not agree.

Our Sponsor, officers and

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

and articles of association (A) 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 the completion

window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination

activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any

such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

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

Our shareholders

are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against

our Sponsor, officers or directors for any breach of these agreements.

As a result, in the event of a breach, our shareholders would need

to pursue a shareholder derivative action, subject to applicable law.

We may be unable to obtain additional financing

to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure

or abandon a particular business combination.

We intend to select target

businesses with enterprise values that are greater than we could acquire with the net proceeds of the IPO and the sale of the Private

Placement Warrants.

As a result, if the cash portion of the purchase price for a target business exceeds the amount available from the

Trust Account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing

to complete such proposed initial business combination.

We cannot assure you that such financing will be available on acceptable terms,

To the extent that additional financing proves to be unavailable when needed to complete our initial business combination,

we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target

business candidate.

Further, we may be required to obtain additional financing in connection with the closing of our initial business

combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the

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

of other companies.

If we are unable to complete our initial business combination, our public shareholders may only receive their pro

rata portion of the funds in the Trust Account that are available for distribution to public shareholders, and our Warrants will expire

In addition, even if we do not need additional financing to complete our initial business combination, we may require such

financing to fund the operations or growth of the target business.

The failure to secure additional financing could have a material adverse

effect on the continued development or growth of the target business.

None of our officers, directors or shareholders is required to provide

any financing to us in connection with or after our initial business combination.

Our Sponsor controls a substantial interest

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

Our Sponsor owns 20% of our

issued and outstanding ordinary shares, assuming that it has not purchased any public shares.

Accordingly, it may exert a substantial

influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended

and restated memorandum and articles of association.

Further, prior to the closing of our initial business combination, only holders of

our Class B ordinary shares will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including

any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company,

in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not

less than 90% of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote

on such matter at a general meeting of the Company.

As a result, you will not have any influence over our continuation in a jurisdiction

outside the Cayman Islands prior to our initial business combination.

Accordingly, our Sponsor will continue to exert control at least

until the completion of our initial business combination.

If our Sponsor purchases any additional Class A ordinary shares in the aftermarket

or in privately negotiated transactions, this would increase its control.

Neither our Sponsor nor, to our knowledge, any of our officers

or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report.

would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary

In addition, our board of directors, whose members were appointed by our Sponsor, is divided into three classes, each of which

generally serves for a term of three years with only one class of directors being appointed in each year.

We may not hold an annual or

extraordinary general meeting to appoint new directors prior to the completion of our initial business combination, in which case all

of the current directors will continue in office until at least the completion of the business combination.

If there is an annual general

meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered

for appointment and our Sponsor, because of its ownership position, will have considerable influence regarding the outcome.

our Sponsor will continue to exert control at least until the completion of our initial business combination.

We may not be able to complete an initial

business combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign

investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”),

or may be ultimately prohibited.

Our initial business combination

may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited.

For example, CFIUS has

authority to review direct or indirect foreign investments in U.S.

Among other things, CFIUS is empowered to require certain

foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews

of foreign direct and indirect investments in U.S.

companies if the parties to that investment choose not to file voluntarily.

In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions

on the investment.

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on - among other factors

- the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information

or governance rights involved.

case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the

Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on - among other factors - the nature

and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance

rights involved.

For example, investments that result in “control” of a U.S.

business by a foreign person always

are subject to CFIUS jurisdiction.

CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of

2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in control

business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S.

that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”

Sponsor owns 20.0% of our issued and outstanding ordinary shares.

Our Sponsor is exclusively “controlled” for CFIUS purposes

Meghji, who is a US citizen, and thus we do not believe that our Sponsor is a “foreign person” as defined in the CFIUS

However, it is possible that non-U.S.

persons could be involved in our initial business combination (e.g., as existing shareholders

of a target company or as PIPE investors), which may increase the risk that our initial business combination becomes subject to regulatory

review, including review by CFIUS.

business by a foreign person always are subject

to CFIUS jurisdiction.

CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing

regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U.S.

a foreign person but afford certain foreign investors certain information or governance rights in a U.S.

business that has a nexus to

“critical technologies,” “critical infrastructure” and/or “sensitive personal data.”

Our Sponsor owns 20.0% of

our issued and outstanding ordinary shares.

Our Sponsor is exclusively “controlled” for CFIUS purposes by Mr.

Chinh Chu, who

is a US citizen, and thus we do not believe that our Sponsor is a “foreign person” as defined in the CFIUS regulations.

it is possible that non-U.S.

persons could be involved in our initial business combination (e.g., as existing shareholders of a target

company or as PIPE investors), which may increase the risk that our initial business combination becomes subject to regulatory review,

including review by CFIUS.

As such, an initial business combination with a U.S.

business or foreign business with U.S.

that we may wish to pursue may be subject to CFIUS review.

subsidiaries that

we may wish to pursue may be subject to CFIUS review.

If a particular proposed initial business combination with a U.S.

falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS

review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after

closing the transaction.

CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect

to such initial business combination or request the President of the United States to order us to divest all or a portion of the U.S.

target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness

of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders.

As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be

adversely affected in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues.

In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.

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.

are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum

and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will

cease all operations except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days

thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under

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

In such event, our shareholders will

miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment.

Additionally,

our Warrants may be worthless.

we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous

initial business combination with some prospective target businesses.

federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and

pro forma financial statement disclosure.

We will include the same financial statement disclosure in connection with our tender offer

documents, whether or not they are required under the tender offer rules.

These financial statements may be required to be prepared in

accordance with, or be reconciled to GAAP or international financial reporting standards as issued by IFRS depending on the circumstances

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

These financial

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

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

business combination within the prescribed time frame.

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

financial and management resources, and increase the time and costs of completing an initial business combination.

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, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting

firm attestation requirement on our internal control over financial reporting.

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 business with which we seek to complete our initial

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 business combination.

recent years, a substantial number of SPACs have been formed, which has resulted in more competition for attractive targets.

increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial

business combination.

recent years, a substantial number of SPACs have been formed.

Because there are more SPACs seeking to enter into an initial business

combination with available targets, the competition for available targets with attractive fundamentals or business models may increase,

which could cause targets companies to demand improved financial terms.

Attractive deals could also become scarcer for other reasons,

such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close

business combinations or operate targets post-business combination.

This could increase the cost of, delay or otherwise complicate or

frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial

business combination on terms favorable to our investors altogether.

Relating to the Post-Business Combination Company

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

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

securities, which could cause you to lose some or all of your investment.

if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material

issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary

amount of due diligence, or that factors outside of the target business and outside of our control will not later arise.

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 debt financing to partially finance the initial business combination or thereafter.

Accordingly, any shareholders who

choose to remain shareholders following the business combination could suffer a reduction in the value of their securities.

Such shareholders

are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the

breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring

a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business

combination contained an actionable material misstatement or material omission.

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

The loss of a business

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

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.

management may not be able to maintain control of a target business after our initial business combination.

We cannot provide assurance

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

operate such business.

may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will

own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the

post-transaction 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 us not to be required to register as an investment company under the Investment Company Act.

will not consider any transaction that does not meet such criteria.

Even if the post-transaction company owns 50% or more of the voting

securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business

combination company, depending on valuations ascribed to the target and us in the business combination.

For example, we could pursue

a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock,

shares or other equity interests of a target.

In this case, we would acquire a 100% interest in the target.

However, as a result of the

issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less

than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction.

In addition, other minority shareholders

may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the Company’s shares

than we initially acquired.

Accordingly, this may make it more likely that our management will not be able to maintain control of the

business falls

within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review

on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing

the transaction.

CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such

initial business combination or request the President of the United States to order us to divest all or a portion of the U.S.

target business

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

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

evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the

target business’s management may be limited due to a lack of time, resources or information.

Our assessment of the capabilities

of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications

or abilities we suspected.

Should the target business’s management not possess the skills, qualifications or abilities necessary

to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their

Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the

reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able

to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating

to the business combination contained an actionable material misstatement or material omission.

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

could delay or prevent us from achieving our desired results.

may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements.

While we would intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired

improvements, the business combination may not be as successful as we anticipate.

the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we

may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent

us from implementing our strategy.

Although our management team will endeavor to evaluate the risks inherent in a particular target business

and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business

If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated,

we may not achieve the gains that we anticipate.

Furthermore, some of these risks and complexities may be outside of our control and

leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business.

Such combination may not be as successful as a combination with a smaller, less complex organization.

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

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

we will attempt to structure 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 considerations.

For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may:

our business combination in a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes;

effect a business combination with a target company in another jurisdiction;

or reincorporate in a different jurisdiction (including,

but not limited to, the jurisdiction in which the target company or business is located).

We do not intend to make any cash distributions

to shareholders or warrant holders to pay taxes in connection with our business combination or thereafter.

Accordingly, a shareholder

or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or

by selling all or a portion of the shares or warrants received.

In addition, shareholders and warrant holders may also be subject to

additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly,

business operations in multiple jurisdictions.

If we effect such a business combination, 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 other jurisdictions, we may have a heightened risk related to audits or examinations

of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay

or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders.

the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected

in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues.

In addition, certain

federally licensed businesses may be subject to rules or regulations that limit foreign ownership.

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 are unable to consummate

our initial business combination within the applicable time period required under our amended and restated memorandum and articles of

association, including as a result of extended regulatory review of a potential initial business combination, we will cease all operations

except for the purpose of winding up and, as promptly as reasonably possible but not more than ten business days thereafter, redeem the

Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide

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

In such event, our shareholders will miss the opportunity to benefit

from an investment in a target company and the appreciation in value of such investment.

Additionally, our Warrants may be worthless.

Because we must furnish our shareholders

with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination

with some prospective target businesses.

The federal proxy rules require

that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement

We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they

are required under the tender offer rules.

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

to GAAP or international financial reporting standards as issued by IFRS depending on the circumstances and the historical financial statements

may be required to be audited in accordance with the standards of the PCAOB.

These financial statement requirements may limit the pool

of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to

disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time

Compliance obligations under the Sarbanes-Oxley

Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,

and increase the time and costs of completing an initial business combination.

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, and no longer qualify

as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement

on our internal control over financial reporting.

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 business with which we seek to complete our initial 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 business combination.

In recent years, a substantial number of

SPACs have been formed, which has resulted in more competition for attractive targets.

This could increase the cost of our initial business

combination and could even result in our inability to find a target or to consummate an initial business combination.

In recent years, a substantial

number of SPACs have been formed.

Because there are more SPACs seeking to enter into an initial business combination with available targets,

the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies

to demand improved financial terms.

Attractive deals could also become scarcer for other reasons, such as economic or industry sector

downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets

post-business combination.

This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate

an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our

investors altogether.

Risks Relating to the Post-Business Combination Company

Subsequent to our completion of our initial

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

a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you

to lose some or all of your investment.

Even if we conduct due diligence

on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present

within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,

or that factors outside of the target business and outside of our control will not later arise.

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 debt financing to partially

finance the initial business combination or thereafter.

Accordingly, any shareholders who choose to remain shareholders following the

business combination could suffer a reduction in the value of their securities.

Such shareholders are unlikely to have a remedy for such

reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of

a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that

the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material

misstatement or material omission.

The officers and directors of an acquisition

candidate may resign upon completion of our initial business combination.

The loss of a business combination target’s key personnel

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

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.

Our management may not be able to maintain

control of a target business after our initial business combination.

We cannot provide assurance that, upon loss of control of a target

business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

If we are unable to complete

the Business Combination with ReserveOne, we may structure our initial business combination so that the post-transaction company in which

our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete

such business combination if the post-transaction 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 us not to be required to register as an investment company under

the Investment Company Act.

We will not consider any transaction that does not meet such criteria.

Even if the post-transaction company

owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority

interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination.

For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of

the outstanding capital stock, shares or other equity interests of a target.

In this case, we would acquire a 100% interest in the target.

However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such

transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction.

other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of

the Company’s shares than we initially acquired.

Accordingly, this may make it more likely that our management will not be able

to maintain control of the target business.

We may have a limited ability to assess

the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose

management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability

of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management

may be limited due to a lack of time, resources or information.

Our assessment of the capabilities of the target business’s management,

therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected.

Should the target

business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and

profitability of the post-combination business may be negatively impacted.

Accordingly, any shareholders who choose to remain shareholders

following the business combination could suffer a reduction in the value of their shares.

Such shareholders are unlikely to have a remedy

for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors

of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws

that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material

misstatement or material omission.

We may seek business combination opportunities

with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our

desired results.

We may seek business combination

opportunities with large, highly complex companies that we believe would benefit from operational improvements.

While we would intend

to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business

combination may not be as successful as we anticipate.

To the extent we complete

our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by

numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our

Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations,

we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination.

we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may

not achieve the gains that we anticipate.

Furthermore, some of these risks and complexities may be outside of our control and leave us

with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business.

Such combination

may not be as successful as a combination with a smaller, less complex organization.

Our initial business combination and our

structure thereafter may not be tax-efficient to our shareholders and warrant holders.

As a result of our business combination, our tax

obligations may be more complex, burdensome and/or uncertain.

Although we will attempt to

structure 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 considerations.

For example, in connection

with our initial business combination and subject to any requisite shareholder approval, we may:

structure our business combination in

a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes;

effect a business combination

with a target company in another jurisdiction;

or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction

in which the target company or business is located).

We do not intend to make any cash distributions to shareholders or warrant holders

to pay taxes in connection with our business combination or thereafter.

Accordingly, a shareholder or a warrant holder may need to satisfy

any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares

or warrants received.

In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes

with respect to their ownership of us after our initial business combination.

In addition, we may effect

a business combination with a target company that has business operations outside of the United States, and possibly, business operations

in multiple jurisdictions.

If we effect such a business combination, 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.

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

federal, state, local and non-U.S.

2 unchanged sentences

after-tax profitability and financial condition.

Relating to Acquiring and Operating a Business in Foreign Countries

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

risks that may adversely affect us.

we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may

face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect

such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would

be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing

our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments,

regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated

with companies operating in an international setting, including any of the following:

and difficulties inherent in managing cross-border business operations;

and regulations regarding currency redemption;

corporate withholding taxes on individuals;

governing the manner in which future business combinations may be effected;

listing and/or delisting requirements;

and trade barriers;

● regulations

related to customs and import/export matters;

or regional economic policies and market conditions;

changes in regulatory requirements;

in managing and staffing international operations;

payment cycles;

issues, such as tax law changes and variations in tax laws as compared to the United States;

fluctuations and exchange controls;

of inflation;

in collecting accounts receivable;

and language differences;

● underdeveloped

or unpredictable legal or regulatory systems;

Risks Relating to Acquiring and Operating a Business in Foreign

If we effect our initial business combination

with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

If we pursue a target company

with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in

connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,

we would be subject to a variety of additional risks that may negatively impact our operations.

If we pursue a target a company

with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated

with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination,

conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies

and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business

combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an

international setting, including any of the following:

● costs and difficulties inherent in managing cross-border business

● rules and regulations regarding currency redemption;

● complex corporate withholding taxes on individuals;

● laws governing the manner in which future business combinations

may be effected;

● exchange listing and/or delisting requirements;

● tariffs and trade barriers;

● regulations related to customs and import/export matters;

● local or regional economic policies and market conditions;

● unexpected changes in regulatory requirements;

● challenges in managing and staffing international operations;

● longer payment cycles;

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

laws as compared to the United States;

● currency fluctuations and exchange controls;

● rates of inflation;

● challenges in collecting accounts receivable;

● cultural and language differences;

● employment regulations;

● underdeveloped or unpredictable legal or regulatory systems;

● corruption;

of intellectual property;

unrest, crime, strikes, riots and civil disturbances;

changes and political upheaval;

attacks, natural disasters, widespread health emergencies and wars;

● deterioration

of political relations with the United States.

may not be able to adequately address these additional risks.

If we were unable to do so, we may be unable to complete such initial business

combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact

our business, financial condition and results of operations.

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

warrant holders.

may, in connection with our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder

approval by special resolution under the Companies Act (with respect to which only holders of Class B ordinary shares will be entitled

to vote prior to our initial business combination), reincorporate in or transfer by way of continuation the jurisdiction in which the

target company or business is located or in another jurisdiction.

The transaction may require a shareholder or warrant holder to recognize

taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident

if it is a tax transparent entity (or may otherwise result in adverse tax consequences).

We do not intend to make any cash distributions

to shareholders or warrant holders to pay such taxes.

Shareholders or warrant holders may be subject to withholding taxes or other taxes

with respect to their ownership of our Class A ordinary shares or warrants after the reincorporation or continuation.

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

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

connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another

jurisdiction.

If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

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.

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

both our costs and the risk of non-compliance.

are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which

are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving

regulatory measures under applicable law.

Our efforts to comply with new and changing laws and regulations have resulted in and are likely

to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating

activities to compliance activities.

because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time

as new guidance becomes available.

This evolution may result in continuing uncertainty regarding compliance matters and additional costs

necessitated by ongoing revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations

and any subsequent changes, we may be subject to penalty and our business may be harmed.

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.

our initial business combination, our management may resign from their positions as officers or directors of the Company and the management

of the target business at the time of the business combination will remain in place.

Management of the target business may not be familiar

with United States securities laws.

If new management is unfamiliar with United States securities 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.

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

the event we acquire a non-U.S.

target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent

of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency.

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.

we acquire a non-U.S.

target, our results of operations may be negatively impacted because of the costs and difficulties inherent in

managing cross-border business operations.

may pursue a target company with operations or opportunities outside of the United States for our initial business combination.

a business, operations, personnel or assets in another country is challenging and costly.

Any management that we may have (whether based

abroad or in the United States) 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 operations, personnel and assets can be significant (and much higher than in a purely domestic business)

and may negatively impact our financial and operational performance.

social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval or policy changes or enactments

occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our

the event we acquire a non-U.S.

● protection of intellectual property;

● social unrest, crime, strikes, riots and civil disturbances;

● regime changes and political upheaval;

● terrorist attacks, natural disasters, widespread health emergencies

● deterioration of political relations with the United States.

We may not be able to adequately

address these additional risks.

If we were unable to do so, we may be unable to complete such initial business combination, or, if we

complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial

condition and results of operations.

We may reincorporate in or transfer by way

of continuation to another jurisdiction, which may result in taxes imposed on shareholders or warrant holders.

We may, in connection with

our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution

under the Companies Act (with respect to which only holders of Class B ordinary shares will be entitled to vote prior to our initial business

combination), reincorporate in or transfer by way of continuation the jurisdiction in which the target company or business is located

or in another jurisdiction.

The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction

in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity (or

may otherwise result in adverse tax consequences).

We do not intend to make any cash distributions to shareholders or warrant holders

to pay such taxes.

Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership

of our Class A ordinary shares or warrants after the reincorporation or continuation.

We may reincorporate in or transfer by way

of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern

some or all of our future material agreements and we may not be able to enforce our legal rights.

In connection with our initial

business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction.

If we determine

to do this, the laws of such jurisdiction may govern some or all of our future material agreements.

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

We are subject to changing law and regulations

regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and

regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which is charged with the protection

of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable

Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased

general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance

Moreover, because these laws,

regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes

This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing

revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations and any subsequent changes,

we may be subject to penalty and our business may be harmed.

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.

Following our initial business

combination, our management may resign from their positions as officers or directors of the Company and the management of the target business

at the time of the business combination will remain in place.

Management of the target business may not be familiar with United States

securities laws.

If new management is unfamiliar with United States securities 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.

Exchange rate fluctuations and currency

policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a

target, all revenues and income would likely be received in a foreign currency, and 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.

If we acquire a non-U.S.

target, our results

of operations may be negatively impacted because of the costs and difficulties inherent in managing cross-border business operations.

We may pursue a target company

with operations or opportunities outside of the United States for our initial business combination.

Managing a business, operations, personnel

or assets in another country is challenging and costly.

Any management that we may have (whether based abroad or in the United States)

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

operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our

financial and operational performance.

If social unrest, acts of terrorism, regime

changes, changes in laws and regulations, political upheaval or policy changes or enactments occur in a country in which we may operate

after we effect our initial business combination, it may result in a negative impact on our business.

In the event we acquire a

target, political events in another country may significantly affect our business, assets or operations.

Social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, and policy changes or enactments

could negatively impact our business in a particular country.

countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption

and inexperience, which may adversely impact our results of operations and financial condition.

the event we acquire a non-U.S.

target, our ability to seek and enforce legal protections, including with respect to intellectual property

and other property rights, or to defend ourselves with regard to legal actions taken against us in a given country, may be difficult

or impossible, which could adversely impact our operations, assets or financial condition.

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.

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.

foreign law could govern almost all of our material agreements, we may not be able to enforce our rights within such jurisdiction or

elsewhere, which could result in a significant loss of business, business opportunities or capital.

the event we acquire a non-U.S.

Social unrest, acts

of terrorism, regime changes, changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact

our business in a particular country.

Many countries have difficult and unpredictable

legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely

impact our results of operations and financial condition.

In the event we acquire a

target, our ability to seek and enforce legal protections, including with respect to intellectual property and other property

rights, or to defend ourselves with regard to legal actions taken against us in a given country, may be difficult or impossible, which

could adversely impact our operations, assets or financial condition.

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.

Because foreign law could govern almost

all of our material agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere, which could result in

a significant loss of business, business opportunities or capital.

In the event we acquire a

target, foreign law could govern almost all of our material agreements.

The target business may not be

able to enforce any of its material agreements or enforce remedies for breaches of those agreements outside of such foreign jurisdiction’s

legal system.

The system of laws and the enforcement of existing laws and contracts in such jurisdiction may not be as certain in implementation

and interpretation as in the United States.

As a result, the inability to enforce or obtain a remedy under any of our future agreements

could result in a significant loss of business and business opportunities.

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

may be derived from our operations in such country.

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

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

economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect

our business.

Economic growth could 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 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 could materially

and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and

if we effect our initial business combination, the ability of that target business to become profitable.

Relating to our Management Team

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

combination, could adversely affect our ability to operate.

operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors.

We believe that

our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination.

In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will

have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations

and monitoring the related due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our

directors or officers.

The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect

ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of

our key personnel, some of whom may join us following our initial business combination.

The loss of key personnel could negatively impact

the operations and profitability of our post-combination business.

ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key

personnel in the target business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target

business in senior management or advisory positions following our initial business combination, it is likely that some or all of the

management of the target business will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial

business combination, we cannot assure you that our assessment of these individuals will prove to be correct.

These individuals may be

unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources

helping them become familiar with such requirements.

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

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

These agreements may

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

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

key personnel may be able to remain with our Company 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 of the business combination and could provide for such individuals to receive compensation in the form of cash payments

and/or our securities for services they would render to us after the completion of the business combination.

Such negotiations also could

make such key personnel’s retention or resignation a condition to any such agreement.

The personal and financial interests of such

individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman

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

how much time to devote to our affairs.

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

business combination.

officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest

in allocating their time between our operations and our search for a business combination and their other businesses.

We do not intend

to have any full-time employees prior to the completion of our initial business combination.

Each of our officers is engaged in other

business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific

number of hours per week to our affairs.

The target business may not be able to enforce any of

its material agreements or enforce remedies for breaches of those agreements outside of such foreign jurisdiction’s legal system.

The system of laws and the enforcement of existing laws and contracts in such jurisdiction may not be as certain in implementation and

interpretation as in the United States.

As a result, the inability to enforce or obtain a remedy under any of our future agreements could

result in a significant loss of business and business opportunities.

After our initial business combination,

substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations

in such country.

Accordingly, our results of operations and prospects may be subject, to a significant extent, to the economic, political

and legal policies, developments and conditions in the country in which we operate.

The economic, political and

social conditions, as well as government policies, of the country in which our operations are located could affect our business.

growth could 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 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 could materially and adversely affect our

ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business

combination, the ability of that target business to become profitable.

Risks Relating to our Management Team

We are dependent upon our officers and directors

and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our

ability to operate.

Our operations are dependent

upon a relatively small group of individuals and, in particular, our officers and directors.

We believe that our success depends on the

continued service of our officers and directors, at least until we have completed our initial business combination.

In addition, our officers

and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest

in allocating their time among various business activities, including identifying potential business combinations and monitoring the related

due diligence.

We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers.

unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our ability to successfully effect our initial

business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us

following our initial business combination.

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

post-combination business.

Our ability to successfully

effect our initial business combination is dependent upon the efforts of our key personnel.

The role of our key personnel in the target

business, however, cannot presently be ascertained.

Although some of our key personnel may remain with the target business in senior management

or advisory positions following our initial business combination, it is likely that some or all of the management of the target business

will remain in place.

While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot

assure you that our assessment of these individuals will prove to be correct.

These individuals may be unfamiliar with the requirements

of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with

such requirements.

Our key personnel may negotiate employment

or consulting agreements with a target business in connection with a particular business combination, and a particular business combination

may be conditioned on the retention or resignation of such key personnel.

These agreements may provide for them to receive compensation

following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular

business combination is the most advantageous.

Our key personnel may be able

to remain with our Company 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 of the

business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities

for services they would render to us after the completion of the business combination.

Such negotiations also could make such key personnel’s

retention or resignation a condition to any such agreement.

The personal and financial interests of such individuals may influence their

motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

Our officers and directors will allocate

their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.

This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors

are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their

time between our operations and our search for a business combination and their other businesses.

We do not intend to have any full-time

employees prior to the completion of our initial business combination.

Each of our officers is engaged in other business endeavors for

which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per

week to our affairs.

Our independent directors also serve as officers and board members for other entities.

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 which may have a negative impact on our

ability to complete our initial business combination.

Any such companies, businesses or investments may present additional conflicts

of interest in pursuing an initial business combination target.

However, we do not believe that any such potential conflicts would materially

affect our ability to complete our initial business combination.

For a complete discussion of our officers’ and directors’

other business affairs, please see “ Directors, Executive Officers and Corporate Governance .”

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

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

to which entity a particular business opportunity should be presented.

Sponsor, the Sponsor Manager, and our officers and directors are, or may in the future become, affiliated with entities (such as operating

companies or investment vehicles) that are engaged in a similar business.

We do not have employment contracts with our officers and directors

that will limit their ability to work at other businesses.

Each of our officers and directors presently has, and any of them in the future

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

required to present a business combination opportunity to such entities.

Accordingly, they may have conflicts of interest in determining

to which entity a particular business opportunity should be presented.

These conflicts may not be resolved in our favor and a potential

target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to

refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce

any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be

a corporate opportunity for any director or officer, on the one hand, and us, on the other.

addition, our Sponsor and our officers and directors may sponsor or form other SPACs with acquisition objectives that are similar to

ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination.

a result, our Sponsor, officers and directors could have conflicts of interest in determining whether to present business combination

opportunities to us or to any other SPAC with which they may become involved.

Any such companies, businesses or investments may present

additional conflicts of interest in pursuing an initial business combination target.

However, we do not believe that any such potential

conflicts would materially affect our ability to complete our initial business combination.

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

you should be aware of, please see “ Directors, Executive Officers and Corporate Governance ” and “ Certain

Relationships and Related Transactions, and Director Independence .”

officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our

have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect

pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or

have an interest.

In fact, we may enter into a business combination with a target business that is affiliated with our Sponsor, our directors

or officers, the Sponsor Manager or the non-managing sponsor investors, although we do not intend to do so.

Nor do we have a policy that

expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us.

such persons or entities may have a conflict between their interests and ours.

Any such companies, businesses or investments may present

additional conflicts of interest in pursuing an initial business combination target.

However, we do not believe that any such potential

conflicts would materially affect our ability to complete our initial business combination.

personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target

business and completing a business combination.

Consequently, our directors’ and officers’ discretion in identifying and

selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of

a particular business combination are appropriate and in our shareholders’ best interest.

If this were the case, it would be a

breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals

for infringing on our shareholders’ rights.

However, we might not ultimately be successful in any claim we may make against them

for such reason.

of our management team and board of directors have significant experience as board members, officers or executives of other companies.

As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating

to the business affairs of the companies with which they were, are, or may in the future be, affiliated.

This may have an adverse effect

on us, which may impede our ability to consummate an initial business combination.

the course of their careers, members of our management team and board of directors have had significant experience as board members,

officers or executives of other companies.

As a result of their involvement and positions in these companies, certain persons were, are

now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such

companies or transactions entered into by such companies.

Any such litigation, investigations or other proceedings may divert our management

team’s and board’s attention and resources away from identifying and selecting a target business or businesses for our initial

business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.

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

unrelated to our business.

of our management team have been (and intend to be) involved in a wide variety of businesses.

Such involvement has, and may lead to,

media coverage and public awareness.

As a result, members of our management team and affiliated companies may have been, and may in the

future be, involved in civil disputes or governmental investigations unrelated to our business.

Any such claims or investigations may

be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and

may have an adverse effect on the price of our securities.

Letter Agreement with our Sponsor, officers and directors may be amended without shareholder approval.

Letter Agreement with our Sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares

and Private Placement Warrants, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions

from the Trust Account.

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 which may have a negative impact on our ability to complete

our initial business combination.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing

an initial business combination target.

However, we do not believe that any such potential conflicts would materially affect our ability

to complete our initial business combination.

For a complete discussion of our officers’ and directors’ other business affairs,

please see “ Directors, Executive Officers and Corporate Governance .”

Our officers and directors presently have,

and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check

companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business

opportunity should be presented.

Our Sponsor and our officers

and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are

engaged in a similar business.

We do not have employment contracts with our officers and directors that will limit their ability to work

at other businesses.

Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or

contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination

opportunity to such entities.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented to another entity

prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

Our amended and restated memorandum and articles

of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer

shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same

or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an

opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on

the one hand, and us, on the other.

In addition, our Sponsor and

our officers and directors may sponsor or form other SPACs with acquisition objectives that are similar to ours or may pursue other business

or investment ventures during the period in which we are seeking an initial business combination.

As a result, our Sponsor, officers and

directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other

SPAC with which they may become involved.

Any such companies, businesses or investments may present additional conflicts of interest in

pursuing an initial business combination target.

However, we do not believe that any such potential conflicts would materially affect

our ability to complete our initial business combination.

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 “ Directors, Executive Officers and Corporate Governance ” and “ Certain Relationships and Related

Transactions, and Director Independence .”

Our officers, directors, security holders

and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy

that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial

interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest.

we may enter into a business combination with a target business that is affiliated with our Sponsor, directors or officers, although we

do not intend to do so.

Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business

activities of the types conducted by us.

Accordingly, such persons or entities may have a conflict between their interests and ours.

such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target.

However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

The personal and financial

interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing

a business combination.

Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target

business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination

are appropriate and in our shareholders’ best interest.

If this were the case, it would be a breach of their fiduciary duties to

us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’

However, we might not ultimately be successful in any claim we may make against them for such reason.

Members of our management team and board

of directors have significant experience as board members, officers or executives of other companies.

As a result, certain of those persons

have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies

with which they were, are, or may in the future be, affiliated.

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

consummate an initial business combination.

During the course of their

careers, members of our management team and board of directors have had significant experience as board members, officers or executives

of other companies.

As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future

become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions

entered into by such companies.

Any such litigation, investigations or other proceedings may divert our management team’s and board

of director’s attention and resources away from identifying and selecting a target business or businesses for our initial business

combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.

Members of our management team and affiliated

companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

Members of our management

team have been (and intend to be) involved in a wide variety of businesses.

Such involvement has, and may lead to, media coverage and

public awareness.

As a result, members of our management team and affiliated companies may have been, and may in the future be, involved

in civil disputes or governmental investigations unrelated to our business.

Any such claims or investigations may be detrimental to our

reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect

on the price of our securities.

Our Letter Agreement with our Sponsor, officers

and directors may be amended without shareholder approval.

Our Letter Agreement with

our Sponsor, officers and directors contain provisions relating to transfer restrictions of our founder shares and Private Placement Warrants,

indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account.

The Letter Agreement may be amended without shareholder approval.

While we do not expect our board to approve

any amendments to the Letter Agreement prior to our initial business combination, it may be possible that our board, in exercising its

business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the Letter Agreement.

Any such amendments

to the Letter Agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment

in our securities.

Relating to our Securities

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

Therefore, to liquidate

your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

public shareholders will 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 Class A ordinary shares that such shareholder properly elected

to redeem, subject to the limitations and on the conditions described herein, (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 the completion window or (B) with respect to any other material provisions

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 the completion window, subject to applicable law and as further described

In no other circumstances will a public shareholder have any right or interest of any kind in the Trust Account.

Holders of Warrants

will not have any right to the proceeds held in the Trust Account with respect to the Warrants.

Accordingly, to liquidate your investment,

you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

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

and subject us to additional trading restrictions.

Units, Class A ordinary shares and Public Warrants are listed on Nasdaq.

We cannot assure you that our securities will continue to be

listed on Nasdaq in the future or prior to our initial business combination.

In order to continue listing our securities on Nasdaq prior

to our initial business combination, we must maintain certain financial, distribution and share price levels.

Generally, we must maintain

a minimum market value of listed securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400

public holders).

Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with

Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to

continue to maintain the listing of our securities on Nasdaq.

For instance, unless we decide to list on a different Nasdaq tier such

as the Nasdaq Capital Market which has different initial listing requirements, our share price would generally be required to be at least

$4.00 per share and we would be required to have a minimum of 400 round lot holders of our securities, with at least 50% of such round

lot holders holding securities with a market value of at least $2,500.

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

listing requirements at that time.

Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities

exchange, we expect our securities could be quoted on an over-the-counter market.

If this were to occur, we could face significant material

adverse consequences, including:

limited availability of market quotations for our securities;

liquidity for our securities;

determination that our Class A ordinary shares are a “penny stock” which will

require brokers trading in our Class A ordinary shares to adhere to more stringent rules

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

for our securities;

limited amount of news and analyst coverage;

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

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, Class A ordinary shares and

Public Warrants are listed on Nasdaq, our securities qualify as covered securities under the statute.

Although the states are preempted

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.

While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by

blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and

might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject

to regulation in each state in which we offer our securities.

nominal purchase price paid by our Sponsor for the founder shares may result in significant dilution to the implied value of your Public

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

in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary

shares to materially decline.

offered our Units at an offering price of $10.00 per Unit and the amount in our Trust Account was initially $10.05 per Public Share,

implying an initial value of $10.05 per Public Share.

However, prior to the IPO, our Sponsor paid a nominal aggregate purchase price

of $25,000 for the founder shares, or approximately $0.004 per share.

As a result, the value of your Public Shares may be significantly

diluted upon the consummation of our initial business combination, when the founder shares are converted into Class A ordinary shares.

following table shows the public shareholders’ and our Sponsor’s investment per share and how these compare to the implied

value of one Class A ordinary share upon the completion of our initial business combination.

The following table assumes that (i) our

valuation is $281,217,243 (which is the amount we would have in the Trust Account for our initial business combination following payment

of the underwriters’ deferred fee), (ii) no interest is earned on the funds held in the Trust Account, (iii) no Public Shares are

redeemed in connection with our initial business combination and (iv) all founder shares are held by our initial shareholders upon completion

of our initial business combination, and does not take into account other potential impacts on our valuation at the time of the initial

business combination, such as (i) the value of our Public Warrants and Private Placement Warrants, (ii) the trading price of our Class

A ordinary shares, (iii) the initial business combination transaction costs (other than the payment of $13,400,000 of deferred underwriting

commissions), (iv) any equity issued or cash paid to the target’s sellers, (v) any equity issued to other third party investors,

or (vi) the target’s business itself.

While we do not expect our board to approve any amendments to the Letter

Agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject

to its fiduciary duties, chooses to approve one or more amendments to the Letter Agreement.

Any such amendments to the Letter Agreement

would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

Risks Relating to our Securities

You will not have any rights or interests

in funds from the Trust Account, except under certain limited circumstances.

Therefore, to liquidate your investment, you may be forced

to sell your Public Shares or Public Warrants, potentially at a loss.

Our public shareholders will

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 Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations

and on the conditions described herein, (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 the completion window or (B) with respect to any other material provisions 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 the completion window, subject to applicable law and as further described herein.

In no other circumstances

will a public shareholder have any right or interest of any kind in the Trust Account.

Holders of Warrants will not have any right to

the proceeds held in the Trust Account with respect to the Warrants.

Accordingly, to liquidate your investment, you may be forced to sell

your Public Shares or Public Warrants, potentially at a loss.

Nasdaq may delist our securities from trading

on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading

restrictions.

Our Units, Class A ordinary

shares and Public Warrants are listed on Nasdaq.

We cannot assure you that our securities will continue to be listed on Nasdaq in the

future or prior to our initial business combination.

In order to continue listing our securities on Nasdaq prior to our initial business

combination, we must maintain certain financial, distribution and share price levels.

Generally, we must maintain a minimum market value

of listed securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders).

Additionally,

in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing

requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing

of our securities on Nasdaq.

For instance, unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital Market which

has different initial listing requirements, our share price would generally be required to be at least $4.00 per share and we would be

required to have a minimum of 400 round lot holders of our securities, with at least 50% of such round lot holders holding securities

with a market value of at least $2,500.

We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists our securities

from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities

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

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

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our Class A ordinary shares are a “penny

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

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

● 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, Class A ordinary shares and Public Warrants are listed on Nasdaq,

our securities qualify as covered securities under the statute.

Although the states are preempted 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.

While we are not aware of a state having

used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain

state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder

the sale of securities of blank check companies in their states.

Further, if we were no longer listed on Nasdaq, our securities would

not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

The nominal purchase price paid by our Original

Sponsor for the founder shares may result in significant dilution to the implied value of your Public Shares upon the consummation of

our initial business combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate

an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.

We offered our Units at an

offering price of $10.00 per Unit and the amount in our Trust Account was initially $10.05 per Public Share, implying an initial value

of $10.05 per Public Share.

However, prior to the IPO, our Original Sponsor paid a nominal aggregate purchase price of $25,000 for the

founder shares, or approximately $0.004 per share.

As a result, the value of your Public Shares may be significantly diluted upon the

consummation of our initial business combination, when the founder shares are converted into Class A ordinary shares.

The following table shows

the public shareholders’ and our Sponsor’s investment per share and how these compare to the implied value of one Class A

ordinary share upon the completion of our initial business combination.

The following table assumes that (i) our valuation is $293,480,908

(which is the amount we would have in the Trust Account for our initial business combination following payment of the underwriters’

deferred fee), (ii) no interest is earned on the funds held in the Trust Account, (iii) no Public Shares are redeemed in connection with

our initial business combination and (iv) all founder shares are held by our initial shareholders upon completion of our initial business

combination, and does not take into account other potential impacts on our valuation at the time of the initial business combination,

such as (i) the value of our Public Warrants and Private Placement Warrants, (ii) the trading price of our Class A ordinary shares, (iii)

the initial business combination transaction costs (other than the payment of $13,400,000 of deferred underwriting commissions), (iv)

any equity issued or cash paid to the target’s sellers, (v) any equity issued to other third party investors, or (vi) the target’s

business itself.

Public shares

2 unchanged sentences

$ 293,480,908

Public shareholders’

investment per Class A ordinary share (1)

Sponsor’s investment

per Class B ordinary share (2)

Public shareholders’ investment per Class A ordinary share (1)

Original Sponsor’s investment per Class B ordinary share (2)

Initial implied value per Public Share

value per share upon consummation of initial business combination (3)

the public shareholders’ investment is in both the Public Shares and the Public Warrants,

for purposes of this table the full investment amount is ascribed to the Public Shares only.

total investment in the equity of the Company by the Sponsor and Cantor Fitzgerald &

is $8,362,500, consisting of (i) $25,000 paid by the Sponsor for the founder shares,

(ii) $5,043,750 paid by the Sponsor for 5,043,750 Private Placement Warrants and (iii) $3,293,750

paid by Cantor Fitzgerald & Co.

Implied value per share upon consummation of initial business combination (3)

While the public shareholders’ investment is in both the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

The total investment in the equity of the Company by the Sponsor and Cantor Fitzgerald & Co.

is $8,362,500, consisting of (i) $25,000 paid by the Original Sponsor for the founder shares, (ii) $5,043,750 paid by the Original Sponsor for 5,043,750 Private Placement Warrants and (iii) $3,293,750 paid by Cantor Fitzgerald & Co.

for 3,293,750 Private Placement Warrants.

of this table, the full investment amount is ascribed to the founder shares only.

founder shares would automatically convert into Class A ordinary shares upon completion of

our initial business combination or earlier at the option of the holder.

on these assumptions, each Class A ordinary share would have an implied value of $7.83 per share upon completion of our initial business

combination, representing an approximately 19.95% decrease from the initial implied value of $9.78 per Public Share.

While the implied

value of $7.83 per Class A ordinary share upon completion of our initial business combination would represent a dilution to our public

shareholders, this would represent a significant increase in value for our Sponsor relative to the price it paid for each founder share.

At $7.83 per Class A ordinary share, the 7,187,500 Class A ordinary shares that the Sponsor would own upon completion of our initial

business combination (after automatic conversion of the 7,187,500 founder shares) would have an aggregate implied value of $56,278,125.

As a result, even if the trading price of our Class A ordinary share significantly declines, the value of the founder shares held by

our Sponsor will be significantly greater than the amount our Sponsor paid to purchase such shares.

In addition, our Sponsor could potentially

recoup its entire investment in our Company even if the trading price of our Class A ordinary shares after the initial business combination

is as low as $1.14 per share.

As a result, our Sponsor is likely to earn a substantial profit on its investment in us upon disposition

of its Class A ordinary shares even if the trading price of our Class A ordinary shares declines after we complete our initial business

Our Sponsor may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing

or less-established target business than would be the case if our Sponsor had paid the same per share price for the founder shares as

our public shareholders paid for their Public Shares.

dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary

shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would

become exacerbated to the extent that public shareholders seek redemptions from the trust for their Public Shares.

In addition, because

of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business

combination would be disproportionately dilutive to our Class A ordinary shares.

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.

For purposes of this table, the full investment amount is ascribed to the founder shares only.

All founder shares would automatically convert into Class A ordinary shares upon completion of our initial business combination or earlier at the option of the holder.

Based on these assumptions,

each Class A ordinary share would have an implied value of $8.17 per share upon completion of our initial business combination, representing

an approximately 16.46% decrease from the initial implied value of $9.78 per Public Share.

While the implied value of $8.17 per Class

A ordinary share upon completion of our initial business combination would represent a dilution to our public shareholders, this would

represent a significant increase in value for our Sponsor relative to the price it paid for each founder share.

At $8.17 per Class A ordinary

share, the 7,187,500 Class A ordinary shares that the Sponsor would own upon completion of our initial business combination (after automatic

conversion of the 7,187,500 founder shares) would have an aggregate implied value of $58,721,875.

As a result, even if the trading price

of our Class A ordinary share significantly declines, the value of the founder shares held by our Sponsor will be significantly greater

than the amount our Sponsor paid to purchase such shares.

In addition, our Sponsor could potentially recoup its entire investment in our

Company even if the trading price of our Class A ordinary shares after the initial business combination is as low as $1.14 per share.

As a result, our Sponsor is likely to earn a substantial profit on its investment in us upon disposition of its Class A ordinary shares

even if the trading price of our Class A ordinary shares declines after we complete our initial business combination.

Our Sponsor may

therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established

target business than would be the case if our Sponsor had paid the same per share price for the founder shares as our public shareholders

paid for their Public Shares.

This dilution would increase

to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than

one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to

the extent that public shareholders seek redemptions from the trust for their Public Shares.

In addition, because of the anti-dilution

protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would

be disproportionately dilutive to our Class A ordinary shares.

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.

Federal courts may be limited.

are an exempted company incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service

of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against

our directors or officers.

corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may

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

We are also 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

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.

rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they

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

In particular, the Cayman Islands has a different

body of securities laws as compared to the United States, and certain states, such as Delaware, 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.

have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely

(i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the

federal securities laws of the United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities

against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as

the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in

the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign

money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a

competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain

conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a

liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the

same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural

justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public

A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken

by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States

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

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

therefore, investors may not be able to enforce federal securities laws

or their other legal rights.

is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States

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

As a result, it may be difficult, or in some cases not possible,

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

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

under United States laws.

in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors

might be willing to pay in the future for our Class A ordinary shares and could entrench management.

amended and restated memorandum and articles of association 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 preference 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.

amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums

for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial

forum for complaints against us or our directors, officers or employees.

amended and restated memorandum and articles of association provide that unless we consent in writing to the selection of an alternative

forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with

our amended and restated memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding

in us, including but not limited to:

We are an exempted company

incorporated under the laws of the Cayman Islands.

As a result, it may be difficult for investors to effect service of process within

the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

Our corporate affairs are

governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended

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

We are also 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

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

The rights of our shareholders

and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial

precedent in some jurisdictions in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared

to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate

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

United States.

We have been advised by Maples

and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce

against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the

United States or any state;

and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon

the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by

those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments

obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court

of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon

the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign

judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in

respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds

of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the

Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

A Cayman Islands Court may stay

enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the

above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members

of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

After our initial business combination,

it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located

outside the United States;

therefore, investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after

our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets

will be located outside of the United States.

As a result, it may be difficult, or in some cases not possible, for investors in the United

States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United

States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

Provisions in our amended and restated memorandum

and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future

for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum

and articles of association 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 preference 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 provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and

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

our directors, officers or employees.

Our amended and restated memorandum

and articles of association provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman

Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum

and articles of association or otherwise related in any way to each shareholder’s shareholding in us, including but not limited

(i) any derivative action or proceeding brought on our behalf;

(ii) any action asserting a claim

of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders;

(iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and

articles of association;

or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is

recognized under the laws of the United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts

of the Cayman Islands over all such claims or disputes.

The forum selection provision in our amended and restated memorandum and articles

of association does not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act

or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and

exclusive forum for determination of such a claim.

amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that

we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection

of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to

the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the

courts of the Cayman Islands as exclusive forum.

choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial

forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against

us and our directors, officers and other employees.

Any person or entity purchasing or otherwise acquiring any of our shares or other

securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and

consented to these provisions.

There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar

choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings.

It is possible that

a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended

and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated

with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

investment in our securities may result in uncertain U.S.

(ii) any action asserting a claim of breach of any fiduciary or other

duty owed by any of our current or former director, officer or other employee to us or our shareholders;

(iii) any action asserting a

claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association;

any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the

United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all

such claims or disputes.

The forum selection provision in our amended and restated memorandum and articles of association does not apply

to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal

district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination

of such a claim.

Our amended and restated memorandum

and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders

acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as

exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance

or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

This choice of forum provision

may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable

for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers

and other employees.

Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer,

sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions.

There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions

in other companies’ charter documents has been challenged in legal proceedings.

It is possible that a court could find this type

of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended and restated memorandum and

articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the

dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

An investment in our securities may result

in uncertain U.S.

federal income tax consequences.

investment in our securities may result in uncertain U.S.

An investment in our securities

may result in uncertain U.S.

federal income tax consequences.

For instance, because there are no authorities

that directly address instruments similar to the Units we issued in our IPO, the allocation an investor makes with respect to the purchase

price of a unit between the Class A ordinary share and the one-half of a Public Warrant to purchase one Class A ordinary share included

in each unit could be challenged by the U.S.

For instance, because there are no authorities that directly address instruments

similar to the Units we issued in our IPO, the allocation an investor makes with respect to the purchase price of a unit between the Class

A ordinary share and the one-half of a Public Warrant to purchase one Class A ordinary share included in each unit could be challenged

Internal Revenue Service (“ IRS ”) or courts.

In addition, the U.S.

income tax consequences of a cashless exercise of warrants included in the units is unclear under current law.

Finally, it is unclear

whether the redemption rights with respect to our Class A ordinary shares suspend the running of a U.S.

holder’s holding period

for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term

capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividend income” for

federal income tax consequences of a

cashless exercise of warrants included in the units is unclear under current law.

Finally, it is unclear whether the redemption rights

with respect to our Class A ordinary shares suspend the running of a U.S.

holder’s holding period for purposes of determining whether

any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for

determining whether any dividend we pay would be considered “qualified dividend income” for U.S.

federal income tax purposes.

Investors are urged to consult their tax advisors with respect to these and other tax consequences

when acquiring, owning or disposing of our securities.

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

at least 50% of the then outstanding Public Warrants.

As a result, the Warrants may be exchanged for cash, the exercise price of your

warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise

of a warrant could be decreased, all without your approval.

warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant

agent, and us.

Our Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder for the

purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the Warrant

Agreement to the description of the terms of the Warrants and the Warrant Agreement set forth in the final prospectus for our IPO, (ii)

adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the Warrant Agreement

or (iii) adding or changing any provisions with respect to matters or questions arising under the Warrant Agreement as the parties to

the Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered

holders of the Warrants, provided that the approval by the holders of at least 50% of the then-outstanding Public Warrants is required

to make any change that adversely affects the interests of the registered holders of Public Warrants.

Accordingly, we may amend the terms

of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants

approve of such amendment.

Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then

outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise

price of the Public Warrants, convert the Public Warrants into cash or shares, shorten the exercise period or decrease the number of

Class A ordinary shares purchasable upon exercise of a Public Warrant.

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

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

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

Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating

in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New

York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction,

which jurisdiction shall be the exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive

jurisdiction and that such courts represent an inconvenient forum.

With respect to any complaint asserting a cause of action arising

under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether

a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations

Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce

any duty or liability created by the Securities Act or the rules and regulations thereunder.

Notwithstanding

the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by

the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive

Any person or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be deemed to have notice of and

to have consented to the forum provisions in our Warrant Agreement.

If any action, the subject matter of which is within the scope the

forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District

Court for the Southern District of New York (a “ foreign action ”) in the name of any holder of our Warrants, such holder

shall be deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York

in connection with any action brought in any such court to enforce the forum provisions (an “ enforcement action ”),

and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s

counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability

to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits.

Investors are urged to consult their tax advisors with respect to these and other tax consequences when acquiring, owning or disposing

of our securities.

We may amend the terms of the Warrants in

a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public

As a result, the Warrants may be exchanged for cash, the exercise price of your warrants could be increased, the exercise period

could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your

Our warrants will be issued

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

Agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity

or to correct any defective provision or mistake, including to conform the provisions of the Warrant Agreement to the description of the

terms of the Warrants and the Warrant Agreement set forth in the final prospectus for our IPO, (ii) adjusting the provisions relating

to cash dividends on ordinary shares as contemplated by and in accordance with the Warrant Agreement or (iii) adding or changing any provisions

with respect to matters or questions arising under the Warrant Agreement as the parties to the Warrant Agreement may deem necessary or

desirable and that the parties deem to not adversely affect the rights of the registered holders of the Warrants, provided that the approval

by the holders of at least 50% of the then-outstanding Public Warrants is required to make any change that adversely affects the interests

of the registered holders of Public Warrants.

Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder

of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

Although our ability

to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples

of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public

Warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise

of a Public Warrant.

Our Warrant Agreement designates the courts

of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for

certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of warrant holders

to obtain a favorable judicial forum for disputes with our Company.

Our Warrant Agreement provides

that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement,

including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District

Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the

exclusive forum for any such action, proceeding or claim.

We will waive any objection to such exclusive jurisdiction and that such courts

represent an inconvenient forum.

With respect to any complaint asserting a cause of action arising under the Securities Act or the rules

and regulations promulgated thereunder, we note, however, that there is uncertainty as to whether a court would enforce this provision

and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Section 22 of the

Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created

by the Securities Act or the rules and regulations thereunder.

Notwithstanding the foregoing,

these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act

or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be deemed to have notice of and to have consented

to the forum provisions in our Warrant Agreement.

If any action, the subject matter of which is within the scope the forum provisions

of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the

Southern District of New York (a “ foreign action ”) in the name of any holder of our Warrants, such holder shall be

deemed to have consented to:

(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection

with any action brought in any such court to enforce the forum provisions (an “ enforcement action ”), and (y) having

service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in

the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring

a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits.

Alternatively,

3 unchanged sentences

resources of our management and board of directors.

provision of our Warrant Agreement may make it more difficult for us to consummate an initial business combination.

(i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing

of an initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (the “ Newly

Issued Price ”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,

and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business

combination (net of redemptions), and (iii) the volume weighted average trading price of the Class A ordinary shares during the 20 trading

day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “ Market

Value ”) is below $9.20 per share, then the exercise price of the Warrants will be adjusted to be equal to 115% of the higher

of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described under “ Description

of Securities-Warrants-Public Shareholders’ Warrants-Redemption of warrants when the price per Class A ordinary share equals or

exceeds $18.00 ” in the final prospectus for our IPO will be adjusted (to the nearest cent) to be equal to 180% of the higher

of the Market Value and the Newly Issued Price.

This may make it more difficult for us to consummate an initial business combination

with a target business.

the extent our Warrants ever become exercisable, we may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous

to you, thereby making your Warrants worthless.

have the ability to redeem outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that

the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,

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

after completion of our initial business combination and ending on the third trading day prior to the date on which we give proper notice

of such redemption to the warrants holders and provided certain other conditions are met.

We will not redeem the Warrants as described

above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise

of the Warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement

If and when the Warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares

upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable

to effect such registration or qualification.

We will use our best efforts to register or qualify such ordinary shares under the blue

sky laws of the state of residence in those states in which the Warrants were offered by us in our IPO.

Redemption of the outstanding

Warrants could force you to (i) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for

you to do so, (ii) sell your Warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept

the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less

than the market value of your warrants.

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

business combination.

issued Public Warrants to purchase 14,37500,000 of our Class A ordinary shares as part of the Units offered in the IPO and, we issued

in a private placement an aggregate of 8,337,500 Private Placement Warrants, at $1.00 per warrant.

In addition, if the Sponsor makes

any Working Capital Loans, it may convert those loans into up to an additional 1,500,000 Private Placement Warrants, at the price of

$1.00 per warrant.

To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial

number of additional Class A ordinary shares upon exercise of these Warrants could make us a less attractive acquisition vehicle to a

target business.

Such Warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce

the value of the Class A ordinary shares issued to complete the business transaction.

Therefore, our Warrants may make it more difficult

to effectuate a business transaction or increase the cost of acquiring the target business.

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

units of other SPACs.

Unit contains one-half of one Public Warrant.

Pursuant to the Warrant Agreement, no fractional Warrants will be issued upon separation

of the Units, and only whole Units will trade.

If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional

interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued

to the warrant holder.

This is different from some other SPACs whose units include one ordinary share and one whole warrant to purchase

We established the components of the Units in this way in order to reduce the dilutive effect of the Warrants upon completion

of a business combination since the Warrants will be exercisable in the aggregate for one-half of the number of shares compared to units

that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless, this Unit structure may cause our Units to be worth less than if it included a whole warrant to purchase one share.

of Class A ordinary shares will not be entitled to vote on continuing the Company in a jurisdiction outside of the Cayman Islands.

holders of our Class A ordinary shares, our public shareholders will not have the right to vote on continuing the Company in a jurisdiction

outside of the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt

new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in

a jurisdiction outside of the Cayman Islands).

will not be permitted to exercise your Public Warrants unless we register and qualify the underlying Class A ordinary shares or certain

exemptions are available.

the issuance of the Class A ordinary shares upon exercise of the Public Warrants is not registered, qualified or exempt from registration

or qualification under the Securities Act and applicable state securities laws, holders of Public warrants will not be entitled to exercise

such warrants and such warrants may have no value and expire worthless.

In such event, holders who acquired their warrants as part of

a purchase of Units will have paid the full Unit purchase price solely for the Class A ordinary shares included in the Units.

registered the Class A ordinary shares issuable upon exercise of the Public Warrants in the registration statement for our IPO because

the Warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of

However, because the Warrants will be exercisable until their expiration date of up to five years after the completion of our

initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation

of our initial business combination, under the terms of the Warrant Agreement, we have agreed that, as soon as practicable, but in no

event later than 20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts

to file with the SEC a post-effective amendment to the IPO registration statement 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 our commercially

reasonable efforts to cause the same to become effective within 60 business days following our 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.

We cannot assure you that we will be able to do so if, for example, any facts

or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial

statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

the Class A ordinary shares issuable upon exercise of the Warrants are not registered under the Securities Act, under the terms of the

Warrant Agreement, holders of Warrants who seek to exercise their Warrants will not be permitted to do so for cash and, instead, will

be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

no event will Warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking

to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws

of the state of the exercising holder, or an exemption from registration or qualification is available.

our 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 “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit

holders of Warrants who seek to exercise their Warrants to do so for cash and, instead, require them to do so on a cashless basis in

accordance with Section 3(a)(9) of the Securities Act;

in the event we so elect, we will not be required to file or maintain in effect

a registration statement or register or qualify the shares underlying the Warrants under applicable state securities laws.

no event will we be required to net cash settle any Warrant, or issue securities (other than upon a cashless exercise as described above)

or other compensation in exchange for the Warrants in the event that we are unable to register or qualify the shares underlying the Warrants

under the Securities Act or applicable state securities laws.

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

will receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.

Warrant Agreement provides that in the following circumstances holders of Warrants who seek to exercise their Warrants will not be permitted

to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

(i) if the Class A ordinary shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with

the terms of the Warrant Agreement;

(ii) if we have so elected and 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 “covered securities” under Section

18(b)(1) of the Securities Act;

A provision of our Warrant Agreement may

make it more difficult for us to consummate an initial business combination.

If (i) we issue additional

Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial business

combination at an issue price or effective issue price of less than $9.20 per ordinary share (the “ Newly Issued Price ”),

(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available

for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions),

and (iii) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading

day prior to the day on which we consummate our initial business combination (such price, the “ Market Value ”) is below

$9.20 per share, then the exercise price of the Warrants will be adjusted to be equal to 115% of the higher of the Market Value and the

Newly Issued Price, and the $18.00 per share redemption trigger prices described under “ Description of Securities-Warrants-Public

Shareholders’ Warrants-Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00 ” in the

final prospectus for our IPO will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly

Issued Price.

This may make it more difficult for us to consummate an initial business combination with a target business.

To the extent our Warrants ever become exercisable,

we may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

We have the ability to redeem

outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the closing price of our Class

A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations

and the like) for any 20 trading days within a 30 trading-day period commencing at least 150 days after completion of our initial business

combination and ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders

and provided certain other conditions are met.

We will not redeem the Warrants as described above unless a registration statement under

the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants is then effective and a

current prospectus relating to those Class A ordinary shares is available throughout the measurement period.

If and when the Warrants

become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the Warrants is

not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.

We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states

in which the Warrants were offered by us in our IPO.

Redemption of the outstanding Warrants could force you to (i) exercise your Warrants

and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Warrants at the then-current

market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding

warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

Our Warrants may have an adverse effect

on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

We issued Public Warrants

to purchase 14,375,000 of our Class A ordinary shares as part of the Units offered in the IPO and, we issued in a private placement

an aggregate of 8,337,500 Private Placement Warrants, at $1.00 per warrant.

In addition, we borrowed $2,500,000 under the Sponsor Note

from the Sponsor, of which $1,500,000 may be converted into Private Placement Warrants, at the price of $1.00 per warrant.

To the extent

we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class

A ordinary shares upon exercise of these Warrants could make us a less attractive acquisition vehicle to a target business.

Such Warrants,

when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary

shares issued to complete the business transaction.

Therefore, our Warrants may make it more difficult to effectuate a business transaction

or increase the cost of acquiring the target business.

Because each Unit contains one-half of one

Public Warrant and only a whole Public Warrant may be exercised, the Units may be worth less than units of other SPACs.

Each Unit contains one-half

of one Public Warrant.

Pursuant to the Warrant Agreement, no fractional Warrants will be issued upon separation of the Units, and only

whole Units will trade.

If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share,

we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.

This is different from some other SPACs whose units include one ordinary share and one whole warrant to purchase one share.

We established

the components of the Units in this way in order to reduce the dilutive effect of the Warrants upon completion of a business combination

since the Warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole

warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses.

Nevertheless, this

Unit structure may cause our Units to be worth less than if it included a whole warrant to purchase one share.

Holders of Class A ordinary shares will

not be entitled to vote on continuing the Company in a jurisdiction outside of the Cayman Islands.

As holders of our Class A

ordinary shares, our public shareholders will not have the right to vote on continuing the Company in a jurisdiction outside of the Cayman

Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional

documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside

of the Cayman Islands).

You will not be permitted to exercise your

Public Warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.

If the issuance of the Class

A ordinary shares upon exercise of the Public Warrants is not registered, qualified or exempt from registration or qualification under

the Securities Act and applicable state securities laws, holders of Public warrants will not be entitled to exercise such warrants and

such warrants may have no value and expire worthless.

In such event, holders who acquired their warrants as part of a purchase of Units

will have paid the full Unit purchase price solely for the Class A ordinary shares included in the Units.

We registered the Class A

ordinary shares issuable upon exercise of the Public Warrants in the registration statement for our IPO because the Warrants will become

exercisable 30 days after the completion of our initial business combination, which may be within one year of our IPO.

However, because

the Warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination,

in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business

combination, under the terms of the Warrant Agreement, we have agreed that, as soon as practicable, but in no event later than 20 business

days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective

amendment to the IPO registration statement 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 our commercially reasonable efforts to cause the

same to become effective within 60 business days following our 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.

We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent

a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated

by reference therein are not current or correct or the SEC issues a stop order.

If the Class A ordinary shares

issuable upon exercise of the Warrants are not registered under the Securities Act, under the terms of the Warrant Agreement, holders

of Warrants who seek to exercise their Warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless

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

In no event will Warrants

be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their

Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the

exercising holder, or an exemption from registration or qualification is available.

If our 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 “covered

securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of Warrants who seek to exercise

their Warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities

in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the

shares underlying the Warrants under applicable state securities laws.

In no event will we be required

to net cash settle any Warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in

exchange for the Warrants in the event that we are unable to register or qualify the shares underlying the Warrants under the Securities

Act or applicable state securities laws.

You may only be able to exercise your Public

Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A ordinary shares

from such exercise than if you were to exercise such warrants for cash.

The Warrant Agreement provides

that in the following circumstances holders of Warrants who seek to exercise their Warrants will not be permitted to do for cash and will,

instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

(i) if the Class A ordinary

shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the terms of the Warrant

(ii) if we have so elected and 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 “covered securities” under Section 18(b)(1) of the Securities

and (iii) if we have so elected and we call the Public Warrants for redemption.

you exercise your Public Warrants on a cashless basis, you 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 our Class A ordinary shares (as defined in

the next sentence) 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.

As a result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such Warrants for cash.

grant of registration rights to our Sponsor, Cantor Fitzgerald & Co.

and other holders of our Private Placement Warrants may make

it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market

price of our Class A ordinary shares.

to the registration rights agreement entered into in relation to the IPO, our Sponsor, Cantor Fitzgerald & Co., and their permitted

transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our Private

Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the Class A ordinary

shares issuable upon exercise of the Private Placement Warrants or holders of securities that may be issued upon conversion of Working

Capital Loans and their permitted transferees may demand that we register such Units, shares, Warrants or the Class A ordinary shares

issuable upon exercise of such Warrants and any other securities of the Company acquired by them prior to the consummation of our initial

business combination.

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 Class A ordinary shares.

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 Class A ordinary shares that is expected when the ordinary

shares owned by our initial shareholders, holders of our Private Placement Warrants or holders of our Working Capital Loans or their

respective permitted transferees are registered.

are an independent company and neither M3 Partners nor Brigade owe any duties to investors, or any liability, for matters relating to

are an independent company.

Although certain executives of M3 Partners and Brigade serve as our officers and directors and each of M3

Partners and Brigade have agreed to provide certain support to us without compensation, we are not controlled by or under common control

with either M3 Partners or Brigade.

None of M3 Partners, Brigade or any of their respective affiliates is an affiliate of ours and each

disclaims responsibility for our activities.

In the event that one or more shareholders might have claims against us, it is not anticipated

that M3 Partners or Brigade would have any obligations or liability in respect of such claims.

performance by our management team, our advisors and their respective affiliates, including investments and transactions in which they

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

regarding our management team, our advisors and their respective affiliates, including investments and transactions in which they have

participated and businesses with which they have been associated (including their experience with other SPACs), is presented for informational

purposes only.

Any past experience and performance by our management team, our advisors and their respective affiliates and the businesses

with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial

If you exercise your Public

Warrants on a cashless basis, you 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 our Class A ordinary shares (as defined in the next sentence) 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.

As a result, you would receive

fewer Class A ordinary shares from such exercise than if you were to exercise such Warrants for cash.

The grant of registration rights to our

Sponsor, Cantor Fitzgerald & Co.

and other holders of our Private Placement Warrants may make it more difficult to complete our initial

business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant to the registration

rights agreement entered into in relation to the IPO, our Sponsor, Cantor Fitzgerald & Co., and their permitted transferees can demand

that we register the Class A ordinary shares into which founder shares are convertible, holders of our Private Placement Warrants and

their permitted transferees can demand that we register the Private Placement Warrants and the Class A ordinary shares issuable upon exercise

of the Private Placement Warrants or holders of securities that may be issued upon conversion of Working Capital Loans and their permitted

transferees may demand that we register such Units, shares, Warrants or the Class A ordinary shares issuable upon exercise of such Warrants

and any other securities of the Company acquired by them prior to the consummation of our initial business combination.

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 Class A ordinary shares.

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 Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders

of our Private Placement Warrants or holders of our Working Capital Loans or their respective permitted transferees are registered.

General Risk Factors

Past performance by our management team,

our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with

which they have been associated, may not be indicative of future performance of an investment in the Company.

Information regarding our

management team, our advisors and their respective affiliates, including investments and transactions in which they have participated

and businesses with which they have been associated (including their experience with other SPACs), is presented for informational purposes

Any past experience and performance by our management team, our advisors and their respective affiliates and the businesses with

which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial

business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial

2 unchanged sentences

respective affiliates, including investments and transactions in which they have participated and businesses with which they have been

associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the

members of our management team, our advisors or their respective affiliates.

The market price of our securities may be influenced by

numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

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

financial loss.

depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of

third parties with which we may deal.

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,

or the systems of infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation

of our assets, proprietary information and sensitive or confidential data.

As an early stage company without significant investments

in data security protection, we may not be sufficiently protected against such occurrences.

We also may not have sufficient resources

to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these

occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

may be a passive foreign investment company, or “PFIC,” which could result in

adverse United States federal income tax consequences to U.S.

we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

Holder (as defined in the section

of the IPO registration statement captioned “ Taxation – United States Federal Income Tax Considerations – U.S

Holders ”) of our Class A ordinary shares or warrants, the U.S.

associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members

of our management team, our advisors or their respective affiliates.

The market price of our securities may be influenced by numerous

factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

Cyber incidents or attacks directed at us

or third parties could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies,

including information systems, infrastructure and cloud applications and services, including those of third parties with which we may

Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems of infrastructure

or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary

information and sensitive or confidential data.

As an early stage company without significant investments in data security protection,

we may not be sufficiently protected against such occurrences.

We also may not have sufficient resources to adequately protect against,

or to investigate and remediate any vulnerability to, cyber incidents.

It is possible that any of these occurrences, or a combination

of them, could have material adverse consequences on our business and lead to financial loss.

We may be a passive foreign investment company,

or “PFIC,” which could result in adverse United States federal income tax consequences to U.S.

If we are a PFIC for any taxable

year (or portion thereof) that is included in the holding period of a U.S.

Holder (as defined in the section of the IPO registration statement

captioned “ Taxation - United States Federal Income Tax Considerations - U.S Holders ”) of our Class A ordinary

shares or warrants, the U.S.

Holder may be subject to adverse U.S.

federal income tax consequences

and may be subject to additional reporting requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether

we qualify for the PFIC start-up exception.

Depending on the particular circumstances the application of the start-up exception may be

subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception.

Our actual PFIC status for

any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception,

potentially not until after the two taxable years following our current taxable year).

Accordingly, there can be no assurances with respect

to our status as a PFIC for our current taxable year or any subsequent taxable year.

Moreover, if we determine we are a PFIC for any

taxable year, upon written request, we will endeavor to provide to a U.S.

Holder such information as the IRS may require, including a

PFIC annual information statement, in order to enable the U.S.

Holder to make and maintain a “qualified electing fund” election,

but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect

to our Warrants in all cases.

investors to consult their own tax advisors regarding the possible application of the PFIC

federal excise tax on stock buybacks could be imposed on redemptions of our stock if we were to become a “covered corporation”

in the future.

Inflation Reduction Act of 2022, among other things, generally imposes a 1% U.S.

federal excise tax (the “Excise Tax”) on

certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations

and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations).

The Excise Tax is imposed on the repurchasing

corporation itself, not its stockholders from which the stock is repurchased.

The amount of the Excise Tax is generally 1% of the fair

market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the Excise Tax, repurchasing

corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases

during the same taxable year.

In addition, certain exceptions apply to the Excise Tax.

Department of the Treasury (the “Treasury”)

has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the Excise Tax.

27, 2022, the Treasury issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation

and reporting of the Excise Tax.

On April 12, 2024, the Treasury issued proposed regulations on which taxpayers may rely until final

Treasury regulations addressing the Excise Tax are published, which generally adopt (but in some respects expand or modify) the rules

and guidance set forth in the earlier notice.

Although such notice and proposed Treasury regulations clarify certain aspects of the Excise

Tax, the interpretation and operation of certain other aspects of the Excise Tax remain unclear, and the applicable rules are subject

to change in final Treasury regulations.

are currently not a “covered corporation” for purposes of the Excise Tax.

If we were to become a “covered corporation”

in the future, whether in connection with the consummation of our initial business combination with a U.S.

company (including if we were

to redomicile as a U.S.

corporation in connection therewith) or otherwise, whether and to what extent we would be subject to the Excise

Tax on a redemption of our stock would depend on a number of factors, including (i) whether the redemption is treated as a repurchase

of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock, (iii) the structure

of our initial business combination, (iv) the nature and amount of any “PIPE” or other equity issuances (whether in connection

with our initial business combination or otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock

and (v) the content of final regulations and other guidance from the Treasury.

The imposition of the Excise Tax on us as a result of

redemptions by us could, however, reduce the amount of cash available to pay redemptions or reduce the cash available to the target business

in connection with our initial business combination, which could cause investors in our securities who do not redeem or the other shareholders

of the combined company to economically bear the impact of such Excise Tax.

However, the proceeds placed in the trust account and the

interest earned thereon shall not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company

on any redemptions or stock buybacks by the Company pursuant to any current, pending or further rules or laws, including without limitation

any Excise Tax, prior to release of such funds from the trust account following our initial business combination.

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

exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, which could make our securities

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

are an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart our Business Startups

Act of 2012 (the “ JOBS Act ”), and we 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 internal controls 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.

our shareholders may not have access to certain information they may deem important.

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 Class A ordinary

shares held by non-affiliates exceeds $700 million as of any June 30 th before that time, in which case we would no longer

be an emerging growth company as of the following December 31 st .

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.

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.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take

advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

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 is equal to or exceeds $250 million as of the prior June 30 th , or (2) our annual revenues equaled or

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

or exceeds $700 million as of the prior June 30.

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.

employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner

addressed to the Company and received at its registered office will be forwarded unopened to the forwarding address supplied by the Company

to be dealt with.

None of the Company, its directors, officers, advisors or service providers (including the organization which provides

registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding

address, which may impair your ability to communicate with us.

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.

market for directors and officers liability insurance for SPACs has changed in ways adverse to us and our management team.

Fewer insurance

companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased

and the terms of such policies have generally become less favorable.

federal income tax consequences and may be subject to additional reporting

requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception.

Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be

any assurance that we will qualify for the start-up exception.

Our actual PFIC status for any taxable year, however, will not be determinable

until after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two taxable years

following our current taxable year).

Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable

year or any subsequent taxable year.

Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor

to provide to a U.S.

Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable

Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely

provide such required information, and such election would be unavailable with respect to our Warrants in all cases.

to consult their own tax advisors regarding the possible application of the PFIC rules.

federal excise tax on stock

buybacks could be imposed on redemptions of our stock if we were to become a “covered corporation” in the future.

The Inflation Reduction Act

of 2022, among other things, generally imposes a 1% U.S.

federal excise tax (the “Excise Tax”) on certain repurchases of stock

by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries

of publicly traded foreign (i.e., non-U.S.) corporations).

The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders

from which the stock is repurchased.

The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at

the time of the repurchase.

However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair

market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

certain exceptions apply to the Excise Tax.

Department of the Treasury (the “Treasury”) has authority to provide

regulations and other guidance to carry out, and prevent the abuse or avoidance of, the Excise Tax.

On December 27, 2022, the Treasury

issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation and reporting of the

On April 12, 2024, the Treasury issued proposed regulations on which taxpayers may rely until final Treasury regulations addressing

the Excise Tax are published, which generally adopt (but in some respects expand or modify) the rules and guidance set forth in the earlier

Although such notice and proposed Treasury regulations clarify certain aspects of the Excise Tax, the interpretation and operation

of certain other aspects of the Excise Tax remain unclear, and the applicable rules are subject to change in final Treasury regulations.

We are currently not a “covered

corporation” for purposes of the Excise Tax.

If we were to become a “covered corporation” in the future, whether in

connection with the consummation of our initial business combination with a U.S.

company (including if we were to redomicile as a U.S.

corporation in connection therewith) or otherwise, whether and to what extent we would be subject to the Excise Tax on a redemption of

our stock would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of

the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock, (iii) the structure of our initial business

combination, (iv) the nature and amount of any “PIPE” or other equity issuances (whether in connection with our initial business

combination or otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock and (v) the content of

final regulations and other guidance from the Treasury.

The imposition of the Excise Tax on us as a result of redemptions by us could,

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

our initial business combination, which could cause investors in our securities who do not redeem or the other shareholders of the combined

company to economically bear the impact of such Excise Tax.

However, the proceeds placed in the Trust Account and the interest earned

thereon shall not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company on any redemptions

or stock buybacks by the Company pursuant to any current, pending or further rules or laws, including without limitation any Excise Tax,

prior to release of such funds from the trust account following our initial business combination.

We are an emerging growth company and a

smaller reporting company within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements

available to emerging growth companies or smaller reporting companies, which could make our securities less attractive to investors and

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 Jumpstart our Business Startups Act of 2012 (the “ JOBS

Act ”), and we 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 internal controls

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.

As a result, our shareholders may not have access to

certain information they may deem important.

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 Class A ordinary shares held by non-affiliates exceeds $700

million as of any June 30 th before that time, in which case we would no longer be an emerging growth company as of the following

December 31 st .

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 Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain reduced

disclosure obligations, including, among other things, providing only two years of audited financial statements.

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 is

equal to or exceeds $250 million as of the prior June 30 th , or (2) our annual revenues equaled or exceeded $100 million during

such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of

the prior June 30.

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.

We employ a mail forwarding service, which

may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to the Company

and received at its registered office will be forwarded unopened to the forwarding address supplied by the Company to be dealt with.

of the Company, its directors, officers, advisors or service providers (including the organization which provides registered office services

in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may

impair your ability to communicate with us.

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 SPACs has changed in ways adverse to us and our management team.

Fewer insurance companies are offering

quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of

such policies have generally become less favorable.

These trends may continue into the future.

increased cost and decreased availability 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 its coverage

as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable

terms or both.

However, 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.

addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential

liability from claims arising from conduct alleged to have occurred prior to the initial business combination.

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 need for 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.

in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.

in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours,

or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial

The increased cost and decreased

availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial

business combination.

have no operating history and are subject to a mandatory liquidation requirement if we do not complete an initial business combination

within the completion window.

As such, there is a risk that we will be unable to continue as a going concern if liquidity needs arise

or if we do not consummate an initial business combination by the applicable deadline.

If we are unable to effect an initial business

combination by the deadline, we will be forced to liquidate.

are a special purpose acquisition company, and as we have no operating history and are subject to a mandatory liquidation requirement,

there is a risk that we will be unable to continue as a going concern if liquidity needs arise or if the Company is unable to complete

a business combination within the completion window and does not further extend such date with the approval of its shareholders or raise

additional funds to alleviate such liquidity needs.

Although the Company plans to complete an initial business combination within the

completion window, there can be no assurance that the Company will be able to consummate an initial business combination by such date.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards Update (“ ASU ”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to

Continue as a Going Concern,” management has determined that if the Company is unable to complete an initial business combination

and raise additional funds to alleviate liquidity needs and since the mandatory liquidation deadline is less than 12 months away, there

is substantial doubt that the Company will operate as a going concern.

If we are unable to complete our initial business combination

within such completion window, we will cease all operations except for the purpose of winding up and, 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 our obligations under Cayman Islands law

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

There will be no redemption rights or liquidating

distributions with respect to our Warrants, which will expire worthless if we fail to complete our initial business combination within

the completion window.

have no operating history and are subject to a mandatory liquidation requirement if we do not complete an initial business combination

within the completion window.

As such, there is a risk that we will be unable to continue as a going concern if liquidity needs arise

or if we do not consummate an initial business combination by the applicable deadline.

If we are unable to effect an initial business

combination by the deadline, we will be forced to liquidate.

are a special purpose acquisition company, and as we have no operating history and are subject to a mandatory liquidation requirement,

there is a risk that we will be unable to continue as a going concern if liquidity needs arise or if the Company is unable to complete

a business combination within the completion window and does not further extend such date with the approval of its shareholders or raise

additional funds to alleviate such liquidity needs.

Although the Company plans to complete an initial business combination within the

completion window, there can be no assurance that the Company will be able to consummate an initial business combination by such date.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” management has determined that if the Company is unable to complete an initial business combination and raise

additional funds to alleviate liquidity needs and since the mandatory liquidation deadline is less than 12 months away, there is substantial

doubt that the Company will operate as a going concern.

If we are unable to complete our initial business combination within such completion

window, we will cease all operations except for the purpose of winding up and, 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 our obligations under Cayman Islands law to provide for claims of creditors

and subject to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect

to our Warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.

In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public

company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both.

However, 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

were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims

arising from conduct alleged to have occurred prior to the initial business combination.

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 need for 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.

Increases in inflation in the United States

and elsewhere could make it more difficult for us to complete our initial business combination.

Increases in inflation in

the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national,

regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination.

We have no operating history and are subject

to a mandatory liquidation requirement if we do not complete an initial business combination within the completion window.

As such, there

is a risk that we will be unable to continue as a going concern if liquidity needs arise or if we do not consummate an initial business

combination by the applicable deadline.

If we are unable to effect an initial business combination by the deadline, we will be forced

to liquidate.

We are a special purpose acquisition

company, and as we have no operating history and are subject to a mandatory liquidation requirement, there is a risk that we will be unable

to continue as a going concern if liquidity needs arise or if the Company is unable to complete a business combination within the completion

window and does not further extend such date with the approval of its shareholders or raise additional funds to alleviate such liquidity

Although the Company plans to complete an initial business combination within the completion window, there can be no assurance

that the Company will be able to consummate an initial business combination by such date.

In connection with the Company’s assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that if the Company is unable to complete an initial business combination and raise additional funds to alleviate liquidity needs and

since the mandatory liquidation deadline is less than 12 months away, there is substantial doubt that the Company will operate as a going

If we are unable to complete our initial business combination within such completion window, we will cease all operations except

for the purpose of winding up and, 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 our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of

applicable law.

There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless

if we fail to complete our initial business combination within the completion window.

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