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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December~~SECTION ~~31,~~13 ~~2024~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO~~

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to

Commission File Number 001-42126

Perceptive Capital Solutions Corp

(Exact name of Registrant as specified in its Charter)


Cayman Islands	98-1783595
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


51 Astor Place, 10th Floor New York, NY	10003
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 284-2300

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share	PCSC	The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well - known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. YES ☐ NO ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes - Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12 (b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive - based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to - 240.10D - 1 (b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☒ NO ☐

The aggregate market value of the Class A ordinary shares held by non-affiliates of the Registrant, based on the closing price of the Registrant’s units on The Nasdaq Capital Market on June 2830, ~~2024~~2025 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $8691,~~767~~597,500.

As of March 1410, ~~2025~~2026, the Registrant had 8,911,250 Class A ordinary shares, par value $0.0001 each, issued and outstanding.

TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS	4
SUMMARY OF RISK FACTORS
PART I	6
ITEM 1. BUSINESS	6
ITEM 1A. RISK FACTORS	25
ITEM 1B. UNRESOLVED STAFF COMMENTS	62
ITEM 1C. CYBERSECURITY	62
ITEM 2. PROPERTIES	62
ITEM 3. LEGAL PROCEEDINGS	62
ITEM 4. MINE SAFETY DISCLOSURES	62
PART II	63
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	63
ITEM 6. [RESERVED]	63
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	64
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	66
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	66
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	67
ITEM 9A. CONTROLS AND PROCEDURES	67
ITEM 9B. OTHER INFORMATION	67
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
PART III	68
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	68
ITEM 11. EXECUTIVE COMPENSATION	77
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	78
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	79
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	80
PART IV	81
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	81
ITEM 16. FORM 10-K SUMMARY	82

Page


SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS		5
PART I		7
ITEM 1.	BUSINESS	7
ITEM 1A.	RISK FACTORS	28
ITEM 1B.	UNRESOLVED STAFF COMMENTS	71
ITEM 1C.	CYBERSECURITY	71
ITEM 2.	PROPERTIES	72
ITEM 3.	LEGAL PROCEEDINGS	72
ITEM 4.	MINE SAFETY DISCLOSURES	72
PART II		73
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	73
ITEM 6.	[RESERVED]	73
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	74
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	78
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	78
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	79
ITEM 9A.	CONTROLS AND PROCEDURES.	79
ITEM 9B.	OTHER INFORMATION.	80
PART III		81
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	81
ITEM 11.	EXECUTIVE COMPENSATION	91
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	91
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	92
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	94
PART IV		95
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	95
ITEM 16.	FORM 10 K SUMMARY	96
PERCEPTIVE CAPITAL SOLUTIONS CORP INDEX TO FINANCIAL STATEMENTS		F-1

CERTAIN ITEMS

Unless otherwise stated in this Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 (this “Annual Report”), or the context otherwise requires, references to:

• “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association, as amended on June 11, 2024 in connection with our Initial Public Offering; ●

• “~~Companies~~amended ~~Act~~and restated memorandum and articles of association” are to ~~the~~our ~~Companies~~amended ~~Act~~and ~~(Revised)~~restated ofmemorandum ~~the~~and ~~Cayman~~articles ~~Islands~~of association, as ~~the~~amended ~~same~~on ~~may~~June be11, ~~amended~~2024 ~~from~~in ~~time~~connection towith ~~time~~our Initial Public Offering;

~~• “Company,” “we,” “us,” “our,” or “our Company” are to Perceptive Capital Solutions Corp, a Cayman Islands exempted company;~~ ●

• “~~Founders~~Business Combination Agreement” are to ~~Joseph~~the ~~Edelman~~Business Combination Agreement entered into by the Company, ~~Adam~~StarNet ~~Stone~~Merger Sub I, Corp., a Delaware corporation and ~~Michael~~the ~~Altman~~Company’s wholly-owned subsidiary (“Merger Sub I”), ~~senior~~StarNet ~~executives~~Merger ofSub ~~Perceptive~~II, ~~Advisors~~LLC, a Delaware limited liability company and the Company’s wholly-owned subsidiary (“Merger Sub II”), and Freenome, as may be amended from time to time;

• “Founder Shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our Initial Public Offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); ●

• “~~Initial~~Companies ~~Public Offering~~Act” ~~refers~~are to ~~our~~the ~~initial~~Companies ~~public~~Act ~~offering~~(Revised) ~~for~~of ~~our~~the ~~Class~~Cayman AIslands ~~ordinary~~as ~~shares~~the same may be amended from time to time;

~~• “Initial Shareholders” are to our sponsor and each other holder of Founder Shares upon the consummation of our Initial Public Offering;~~ ●

• “Company,” “~~management~~we,” or“us,” “our ~~management team~~,” ~~are to~~ “our ~~executive~~Company” ~~officers~~or ~~and~~“PCSC” ~~directors~~are ~~(including~~to ~~our~~Perceptive ~~directors~~Capital ~~who~~Solutions ~~became~~Corp, ~~directors~~a atCayman ~~the~~Islands ~~consummation~~exempted ~~of our Initial Public Offering)~~company;

~~• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;~~ ●

• “~~Perceptive Advisors~~Founders” are to ~~Perceptive~~Joseph ~~Advisors~~Edelman, ~~LLC~~Adam Stone and Michael Altman, ansenior ~~affiliate~~executives of ~~our~~Perceptive ~~sponsor~~Advisors;

• “permitted withdrawals” means amounts withdrawn or eligible to be withdrawn to fund our working capital requirements, subject to an annual limit of $300,000, and/or to pay our taxes (which shall not be subject to the $300,000 annual limitation described in the foregoing), such withdrawals can only be made from interest and not from the principal held in the trust account; ●

• “~~Private~~Founder ~~Placement~~Shares” are to ~~the~~our ~~286,250~~ Class AB ordinary shares initially issued to our sponsor atin a ~~price~~private ofplacement ~~$10.00~~prior ~~per~~to ~~share~~our inInitial aPublic ~~private~~Offering ~~placement~~and ~~simultaneously~~the ~~with~~Class ~~the~~A ~~closing~~ordinary ofshares ~~our~~that ~~Initial~~will ~~Public~~be ~~Offering~~issued ~~(which~~upon ~~shares~~the ~~are~~automatic ~~identical~~conversion toof the Class B ordinary shares ~~sold~~at inthe time of our ~~Initial~~initial ~~Public~~business ~~Offering~~combination or earlier at the option of the holder on a one-for-one basis, subject to ~~certain~~adjustment ~~limited exceptions~~ as described herein) ~~and~~(for ~~upon~~the ~~conversion~~avoidance of ~~working~~doubt, ~~capital~~such ~~loans~~Class A ordinary shares will not be “public shares”);

• “Public Shareholders” are to the holders of our Public Shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase Public Shares, provided that our sponsor’s and each member of our management team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; ●

• “~~Public Shares~~Freenome” are to ~~our~~Freenome ~~Class~~Holdings, AInc., ~~ordinary~~a ~~shares~~Delaware ~~in our Initial Public Offering (whether they are purchased in our Initial Public Offering or thereafter in the open market)~~corporation; ~~and~~

~~• “sponsor” are to Perceptive Capital Solutions Holdings, a Cayman Islands exempted limited company.~~ ●

“Initial Public Offering” refers to our initial public offering for our Class A ordinary shares;

●

“Initial Shareholders” are to our sponsor and each other holder of Founder Shares upon the consummation of our Initial Public Offering;

●

“management” or “our management team” are to our executive officers and directors (including our directors who became directors at the consummation of our Initial Public Offering);

●

“New Freenome” are to Freenome, Inc. after giving effect to the consummation of the transactions contemplated by the Business Combination Agreement;

●

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

●

“Perceptive Advisors” are to Perceptive Advisors, LLC, an affiliate of our sponsor;

●

“permitted withdrawals” means amounts withdrawn or eligible to be withdrawn to fund our working capital requirements, subject to an annual limit of $300,000, and/or to pay our taxes (which shall not be subject to the $300,000 annual limitation described in the foregoing), such withdrawals can only be made from interest and not from the principal held in the trust account;

●

“Private Placement Shares” are to the 286,250 Class A ordinary shares issued to our sponsor at a price of $10.00 per share in a private placement simultaneously with the closing of our Initial Public Offering (which shares are identical to the shares sold in our Initial Public Offering, subject to certain limited exceptions as described herein) and upon conversion of working capital loans;

●

“Proposed Freenome Business Combination” are to the proposed business combination with Freenome;

●

“Public Shareholders” are to the holders of our Public Shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase Public Shares, provided that our sponsor’s and each member of our management team’s status as a “Public Shareholder” will only exist with respect to such Public Shares;

●

“Public Shares” are to our Class A ordinary shares in our Initial Public Offering (whether they are purchased in our Initial Public Offering or thereafter in the open market); and

●

“sponsor” are to Perceptive Capital Solutions Holdings, a Cayman Islands exempted limited company.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report, including, without limitation, statements under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

~~• the fact that we have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective;~~ ●

• the ~~our~~fact ~~ability~~that we have no operating history and no revenues, and you have no basis on which to ~~select~~evaluate anour ~~appropriate~~ability ~~target~~to ~~business~~achieve orour ~~businesses~~business objective;

• our ability to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “initial business combination”); ●

• our ~~expectations~~ability ~~around~~to complete the ~~performance~~Proposed ofFreenome aBusiness ~~prospective~~Combination, ~~target~~or, if the Proposed Freenome Business Combination is not consummated, any other business orcombination ~~businesses~~prior to our expiration date on June 13, 2026 (as may be extended pursuant to the MAA);

~~• our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;~~ ●

• the ~~our~~occurrence ~~officers~~of ~~and~~any ~~directors~~event, ~~allocating~~change ~~their~~or ~~time~~other tocircumstances, ~~other~~including ~~businesses~~the outcome of any legal proceedings that may be instituted against PCSC and ~~potentially~~Freenome ~~having~~following ~~conflicts~~the announcement of ~~interest~~the ~~with~~Business ~~our~~Combination ~~business~~Agreement orand inthe ~~approving~~transactions ~~our~~contemplated ~~initial~~therein, ~~business~~that ~~combination~~could give rise to the termination of the Business Combination Agreement;

~~• our potential ability to obtain additional financing to complete our initial Business Combination or reimburse any loans the sponsor may loan to the Company;~~ ●

• the occurrence ~~our~~of ~~pool~~any event, change or other circumstances that could give rise to the termination of ~~prospective~~negotiations ~~target~~and ~~businesses~~any subsequent definitive agreements with respect to the Business Combination;

• our ability to consummate an initial business combination due to the uncertainty resulting from geopolitical events, acts of war or terrorism such as the conflicts in Ukraine and Russia or Israel, economic impacts such as inflation, international tariffs and rising interest rates and public health crises, such as the COVID-19 pandemic; ●

• our expectations around the ~~ability~~performance of ~~our~~Freenome ~~officers~~or ~~and~~any ~~directors~~other toprospective ~~generate~~target ~~a number of potential~~ business ~~combination~~or ~~opportunities~~businesses;

~~• our ability to obtain additional financing to complete a business combination;~~ ●

• our success in retaining or recruiting, or changes required in, our ~~public~~officers, ~~securities’~~key ~~potential~~employees ~~liquidity~~or ~~and~~directors ~~trading~~following our initial business combination;

~~• the use of funds not held in the trust account or available to us from interest income on the trust account balance;~~ ●

• our ~~the~~officers ~~Trust~~and ~~Account~~directors ~~not~~allocating ~~being~~their ~~subject~~time to ~~claims~~other businesses and potentially having conflicts of ~~third~~interest ~~parties~~with our business or in approving our initial business combination;

~~• our financial performance following our Initial Public Offering (the “Initial Public Offering”);~~ ●

4 our potential ability to obtain additional financing to complete our initial business combination or reimburse any loans the sponsor may loan to the Company;

●

our pool of prospective target businesses;

●

our ability to consummate an initial business combination, including the Proposed Freenome Business Combination, due to the uncertainty resulting from geopolitical tensions or conflicts such as the ongoing conflicts between Russia and Ukraine, Israel and Iran, and Israel and Hamas, acts of war or terrorism, economic impacts such as inflation, international tariffs and rising interest rates and public health crises, such as the COVID-19 pandemic;

~~• the number of redemptions by our public shareholders in connection with a proposed business combination; and~~ ●

• the ~~other~~ability ~~risks~~of our officers and ~~uncertainties~~directors ~~discussed~~to ingenerate ~~“Risk~~alternative ~~Factors”~~potential ~~and~~business ~~elsewhere~~combination inopportunities ~~this~~if ~~Annual~~the ~~Report.~~Proposed Freenome Business Combination is not consummated;

●

our ability to obtain additional financing to complete the Proposed Freenome Business Combination or any other initial business combination;

●

our public securities’ potential liquidity and trading;

●

our ability to meet stock exchange listing standards prior to or following the consummation of an initial business combination, to regain compliance with any stock exchange listing standards prior to the consummation of an initial business combination, and to remain listed on the Nasdaq Capital Market prior to the consummation of our initial business combination;

●

the use of funds not held in the trust account that was established in connection with the Initial Public Offering (the “Trust Account”) or available to us from interest income on the Trust Account balance;

●

the Trust Account not being subject to claims of third parties;

●

our ability continue as a going concern;

●

our ability to recognize the anticipated benefits of the Proposed Freenome Business Combination;

●

costs related to the Proposed Freenome Business Combination our financial performance following our Initial Public Offering;

●

the number of redemptions by our public shareholders in connection with a proposed business combination; and

●

the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that contain “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report. Although we believe that this information provides a reasonable basis for these statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

PART I

ITEM 1. ~~BUSINESS~~

BUSINESS

Overview

We are a ~~recently organized~~ blank check company incorporated on March 22, 2024 as a Cayman Islands exempted company formed for the purpose of effecting a ~~merger, share exchange, asset acquisition, share purchase, reorganization or similar~~ business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. To date, our efforts have been limited to organizational activities, as activities related to our Initial Public Offering, and since our Initial Public Offering, the search for a prospective business combination. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business, focusing on the healthcare or healthcare-related industries. In particular, we are targeting North American or European companies in the life sciences and medical technology sectors where our management has extensive investment experience. We may pursue a transaction in which our shareholders immediately prior to the completion of our initial business combination would collectively own a minority interest in the post-business combination company.

On June 13, 2024, we consummated our Initial Public Offering of 8,625,000 Class A ordinary shares, $0.0001 par value per share, at an offering price of $10.00 per share, which includes the exercise in full of the underwriter’s option to purchase an additional 1,125,000 Class A ordinary shares at the Initial Public Offering price to cover over-allotments, and a Private Placement with our sponsor of 286,250 Class A ordinary shares at a price of $10.00 per share. The net proceeds from our Initial Public Offering together with certain of the proceeds from the Private Placement, $86,250,000 in the aggregate, were placed in a Trust Account established for the benefit of the Company’s public shareholders and the underwriter of the Initial Public Offering, with Continental Stock Transfer & Trust Company acting as trustee.

Our Founders

Our sponsor is an affiliate of Perceptive Advisors, a leading life sciences focused investment firm with over $89.45 billion of regulatory assets under management as of December 31, ~~2024~~2025. Since its launch in 1999, Perceptive Advisors has focused exclusively on the healthcare industry. Our Founders are the founder and management of Perceptive Advisors. Joseph Edelman, our Chairman, founded Perceptive Advisors in 1999. Adam Stone, our Chief Executive Officer, is the Chief Investment Officer of Perceptive Advisors and Michael Altman, our Chief Business Officer, is a Managing Director at Perceptive Advisors. Perceptive Advisors’ investment activity is focused on identifying both private and public companies in the life sciences and medical technology sectors and has investments in ~~210~~234 companies as of December 31, ~~2024~~2025. The team at Perceptive Advisors consists of trained scientists, physicians and financial analysts who are passionately committed to identifying innovation that can drive critical change to current treatment paradigms. Perceptive Advisors invests across the capital structure and throughout a company’s growth cycle which provides access to a broad universe of management teams and companies seeking flexible capital solutions. Perceptive Advisors is also an active investor in pre-IPO financing rounds known as “crossovers.” Perceptive Advisors has invested in over ~~142~~ 144 private companies since 2013 and in ~~2024~~2025 met with ~~over~~approximately 200 ~~private~~potential ~~companies~~business incombination ~~evaluation of private growth financing rounds, crossovers, and pre-IPO analysis~~targets.

Experience with Special Purpose Acquisition Vehicles

Our management team has previous experience in the execution of public acquisition vehicles. In July 2020, ARYA Sciences Acquisition Corp. consummated its initial business combination with Immatics Biotechnologies GmbH (“Immatics”). The ordinary shares of the combined company, Immatics N.V., are traded on Nasdaq under the symbol “IMTX.” Mr. Stone continues to serve on the ~~supervisory~~ board of directors of Immatics N.V. following the consummation of the business combination. The closing price of the ordinary shares of Immatics N.V. on Nasdaq on ~~May~~March 2010, ~~2024~~2026 was $10.9450.

Additionally, in October 2020, ARYA Sciences Acquisition Corp II consummated its initial business combination with Cerevel Therapeutics. The common stock of the combined company, Cerevel Therapeutics Holdings, Inc. (“Cerevel”), is traded on Nasdaq under the symbol “CERE.” On December 6, 2023, Cerevel entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AbbVie Inc., a Delaware corporation (“Parent”), Symphony Harlan LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Intermediate Holdco”), and Symphony Harlan Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate Holdco (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub will merge with and into Cerevel, with Cerevel surviving as a wholly owned subsidiary of Parent. This transaction closed in August 2024.7

In Additionally, ~~June~~in ~~2021~~October 2020, ARYA Sciences Acquisition Corp ~~III~~II consummated its initial business combination with ~~Nautilus~~Cerevel ~~Biotechnology, Inc~~Therapeutics. ~~(“Nautilus”).~~ The common stock of the combined company, ~~trades~~Cerevel Therapeutics Holdings, Inc. (“Cerevel”), is traded on Nasdaq under the symbol “~~NAUT~~CERE.” ~~Michael~~On ~~Altman~~August ~~continues~~1, 2024, Abbvie Inc. and its wholly owned acquisition subsidiaries completed an all-cash tender offer to ~~serve~~acquire onall ~~the~~outstanding ~~board~~shares of ~~directors~~common stock of ~~Nautilus~~Cerevel for $45.00 ~~The~~per ~~closing~~share. ~~price~~Following the closing of the acquisition, shares of Cerevel’s common stock ofwere ~~Nautilus~~delisted onfrom Nasdaq on ~~March~~August 111, ~~2025 was $1~~2024.~~13.~~

In June 2021, ARYA Sciences Acquisition Corp III consummated its initial business combination with Nautilus Biotechnology, Inc. (“Nautilus”). The common stock of the combined company trades on Nasdaq under the symbol “NAUT.” The closing price of the common stock of Nautilus on Nasdaq on March 10, 2026 was $2.43.

In July 2023, ARYA Sciences Acquisition Corp V announced that it would not consummate an initial business combination within the time period required by its amended and restated memorandum and articles of association, as amended, and was liquidated after the cash held in trust was returned to its shareholders.

In July 2024, ARYA Sciences Acquisition Corp IV consummated its initial business combination with Adagio Medical, Inc. (“Adagio”). The common stock of the combined company trades on Nasdaq under the symbol “ADGM.” The closing price of the common stock of Adagio on Nasdaq on March 1110, ~~2025~~2026 was $10.0496.

Our Founders and our directors and officers, Perceptive Advisors, or its affiliates expect in the future to become affiliated with other public special purpose acquisition companies that may have acquisition objectives that are similar to ours. See “Risk Factors — Risks Relating to our Sponsor and Management Team — Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

The past performance of the members of our management team or their affiliates, including ARYA Sciences Acquisition Corp., ARYA Sciences Acquisition Corp II, ARYA Sciences Acquisition Corp III, ARYA Sciences Acquisition Corp IV and Perceptive Advisors, is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any business combination we may consummate. You should not rely on the historical record or the performance of our management team or their affiliates, including ARYA Sciences Acquisition Corp., ARYA Sciences Acquisition Corp II, ARYA Sciences Acquisition Corp III, ARYA Sciences Acquisition Corp IV and Perceptive Advisors or any of their affiliates’ or managed fund’s performance as indicative of our future performance.

Recent Developments

On December 5, 2025, we, StarNet Merger Sub I, Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub I”), StarNet Merger Sub II, LLC, a Delaware limited liability company and our wholly-owned subsidiary (“Merger Sub II”), and Freenome Holdings, Inc., a Delaware corporation (“Freenome”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), the closing of which is subject to certain customary conditions and risks. For more information about the Business Combination Agreement and the other agreements executed in connection therewith or the transactions contemplated thereby, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments.”

Industry Opportunity

While we may acquire a business in any industry, our focus is on the healthcare industry in the United States and other developed countries. We believe the healthcare industry, particularly the life sciences and medical technology sectors, represents an enormous and growing target market with a large number of potential target acquisition opportunities. ~~In 2019, total U.S. national health expenditures represented approximately $3.8 trillion.~~ According to the Center for Medicare and Medicaid Services, in ~~2018,~~2024 total U.S. national health expenditures represented approximately $35.63 trillion, accounting for approximately 18% of total U.S. Gross Domestic Product.

The Current Life Sciences IPO Market

We believe that the process for life sciences and medical technology IPO demand generation often produces offerings that are significantly oversubscribed but where a majority of the offering is allocated to the top ten investors, some of whom may be existing investors in these companies or are industry specialists. As a result, we believe that there may be numerous investors who have not been able to receive meaningful, or any, allocations in recent life sciences and medical technology IPOs who may be interested in a potential target opportunity that we identify.

We believe that life sciences and medical technology companies, at a certain stage in their development, will see material benefits from being publicly-traded, including greater access to capital, more liquid securities and increased customer awareness. An acquisition by a special purpose acquisition company with a management team that is well-known to, and respected by, life sciences founders, their current third-party investors and their management teams, we believe, can provide a more transparent and efficient mechanism to bring a private healthcare company to the public markets.

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Acquisition Strategy

We believe our management team is well positioned to identify unique opportunities in our target sectors. Our selection process leverages our relationships with leading venture capitalists and growth equity funds, executives of private and public companies, as well as leading investment banking firms, which we believe will provide us with a key competitive advantage in sourcing potential business combination targets. Given our profile and dedicated industry approach, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, and in particular investors in other private and public companies in our networks. We also believe that Perceptive Advisors’ reputation, experience and track record of making investments in the healthcare space will make us a preferred partner for these potential targets.

Consistent with our strategy, we have identified the following criteria to evaluate prospective target businesses. We may, however, decide to enter into our business combination with a target business that does not meet these criteria. We seek to acquire companies that we believe:

~~• have a scientific or other competitive advantage in the markets in which they operate and which can benefit from access to additional capital as well as our industry relationships and expertise;~~ ●

• have ~~are~~a ~~ready~~scientific toor beother ~~public,~~competitive ~~with~~advantage ~~strong~~in ~~management,~~the ~~corporate~~markets ~~governance~~in which they operate and ~~reporting~~which ~~policies~~can inbenefit ~~place~~from access to additional capital as well as our industry relationships and expertise;

~~• will likely be well received by public investors and are expected to have good access to the public capital markets;~~ ●

• are ~~have~~ready ~~significant~~to ~~embedded~~be public, with strong management, corporate governance and~~/or~~ ~~underexploited~~reporting ~~growth~~policies ~~opportunities~~in place;

~~• exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market based on our rigorous analysis and scientific and business due diligence review; and~~ ●

• will ~~offer~~likely ~~attractive~~be ~~risk-adjusted~~well ~~equity~~received ~~returns~~by ~~for~~public ~~our~~investors ~~shareholders.~~and are expected to have good access to the public capital markets;

●

have significant embedded and/or underexploited growth opportunities;

●

exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market based on our rigorous analysis and scientific and business due diligence review; and

●

will offer attractive risk-adjusted equity returns for our shareholders.

We may use other criteria as well. Any evaluation relating to the merits of a particular business combination may be based on these general criteria as well as other considerations, factors and criteria that our management may deem relevant.

Initial Business Combination

We must complete one or more business combinations that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

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We anticipate structuring our initial business combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-business combination company owns or acquires 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 transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

~~In addition, our sponsor has indicated an interest to purchase up to an aggregate of $25,000,000 of our Class A ordinary shares in a private placement~~ that would occur concurrently with the consummation of our initial business combination. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. If we sell shares to our sponsor (or any other investor) in connection with our initial business combination, the equity interest of investors in our Initial Public Offering in the combined company may be diluted and the market prices for our securities may be adversely affected. In addition, if the per share trading price of our Class A ordinary shares is greater than the price per share paid in the private placement, the private placement will result in value dilution to you, in addition to the immediate dilution that you will experience in connection with the consummation of our Initial Public Offering.

Other Considerations and Conflicts of Interest

We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with Perceptive Advisors or our sponsor, Founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with Perceptive Advisors, our sponsor or any of our Founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Affiliates of Perceptive Advisors and members of our board of directors own, directly or indirectly, 2,156,250 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) and Private Placement shares following our Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. If we do not complete our initial business combination within 24 months from the closing of our Initial Public Offering, the Founder Shares may lose most of their value, except to the extent they receive liquidating distributions from assets outside the Trust Account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.

Perceptive Advisors may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These Perceptive Advisors investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.

Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

9 In addition, certain of our Founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including any future special purpose acquisition companies they may become involved in and, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Perceptive Advisors and certain companies in which Perceptive Advisors or such entities have invested. As a result, if any of our Founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including any future special purpose acquisition companies they may become involved in and any Perceptive Advisors funds or other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Perceptive Advisors or our Founders may be suitable for both us and a current or future Perceptive Advisors fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Perceptive Advisors, our Founders or any members of our board of directors who are also employed by Perceptive Advisors or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Perceptive Advisors.

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In addition, certain of our Founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including any future special purpose acquisition companies we expect they may be involved in and, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of Perceptive Advisors and certain companies in which Perceptive Advisors or such entities have invested. As a result, if any of our Founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including any future special purpose acquisition companies we expect they may be involved in and any Perceptive Advisors funds or other investment vehicles), then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to Perceptive Advisors or our Founders may be suitable for both us and a current or future Perceptive Advisors fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to such fund, portfolio company or other entity before being directed, if at all, to us. None of Perceptive Advisors, our Founders or any members of our board of directors who are also employed by Perceptive Advisors or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of Perceptive Advisors.

However, we do not expect these duties to materially affect our ability to complete our initial business combination.

In addition, our Founders, 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 management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. In particular, our officers and directors may become officers and/or directors of other future special purpose acquisition companies. Moreover, our Founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts, co-investment vehicles and other entities managed by Perceptive Advisors. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, investments funds, accounts, co-investment vehicles and other entities managed by Perceptive Advisors (including, without limitation, arising as a result of certain of our Founders, officers and directors being required to offer acquisition opportunities to such investment funds, accounts, co-investment vehicles and other entities), Perceptive Advisors and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor. For more information on conflicts of interests, also see the section entitled “Risk Factors—Risks Relating to our Sponsor and Management Team”.

We have until the date that is 24 months from the closing of our Initial Public Offering or until such earlier liquidation date as our board of directors may approve to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month 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. If we seek shareholder approval for an extension, and the related amendments are implemented by the directors, holders of Class A ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law.

Status as a Public Company

We believe our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional Initial Public Offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses, market and other uncertainties in the Initial Public Offering process, including, but not limited, underwriting discounts and commissions, marketing and road show efforts, that may not be present to the same extent in connection with a business combination with us.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter’s ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

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

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. 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 equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.

Financial Position

As of December 31, ~~2024~~2025, we had $8891,~~654~~872,~~397~~418 held in the trust account and available for our initial business combination (assuming no redemptions). After consideration of $3,450,000 of deferred underwriting fees payable upon consummation of a business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

Effecting Our Initial Business Combination

General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from the proceeds of our Initial Public Offering, the sale of the Private Placements shares, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

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

Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

11 We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness, privately or through other means, in connection with our initial business combination, including pursuant to forward purchase agreements, non-redemption or backstop arrangements we may enter into. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. Neither Perceptive nor any of its affiliates are required to provide any financing to us in connection with or after our initial business combination. For more information, see also “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—The post-business combination company 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. We may also issue Class A ordinary shares upon the conversion of the Founder 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 contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks,” “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs” and “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue notes or other debt, 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 may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness, privately or through other means, in connection with our initial business combination, including pursuant to forward purchase agreements, non-redemption or backstop arrangements we may enter into. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise. Neither Perceptive nor any of its affiliates are required to provide any financing to us in connection with or after our initial business combination. For more information, see also “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—The post-business combination company 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. We may also issue Class A ordinary shares upon the conversion of the Founder 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 contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks,” “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—The post-business combination company may issue shares to investors in connection with our initial business combination at a price which is less than $10.00 or the prevailing market price of our shares at that time, which could dilute the interests of our existing shareholders and add costs” and “Risk Factors—Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination—We may issue notes or other debt, 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.”

Sources of Target Businesses

Our process of identifying acquisition targets will aim to leverage Perceptive Advisors’ and our management team’s unique industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We expect that the collective experience, capability and network of Perceptive Advisors, our Founders, directors and officers, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.

In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

We may also engage professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. In addition, we may pay our sponsor or any of our officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial business combination (regardless of the type of transaction that it is), which we will disclose in the proxy statement filed in connection with our initial business combination. We have agreed to pay our sponsor a total of $15,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination.

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, including any future special purpose acquisition companies ~~we expect~~ they may bebecome involved in and entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

1214

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

In When evaluating the Proposed Freenome Business Combination, and if the Proposed Freenome Business Combination is not consummated and we seek other business combination opportunities, in evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to identify and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

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

• subject ~~cause~~ us to ~~depend~~negative oneconomic, ~~the~~competitive ~~marketing~~ and ~~sale~~regulatory developments, any or all of which may have a ~~single~~substantial ~~product~~adverse orimpact ~~limited~~on ~~number~~the ofparticular ~~products~~industry orin ~~services.~~which we operate after our initial business combination; and

●

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

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely scrutinize the management of a prospective target business, including the management team of Freenome, when evaluating the desirability of effecting our initial business combination with that business and plan to continue to do so if the Proposed Freenome Business Combination is not consummated and we seek other business combination opportunities, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made atin ~~the~~connection ~~time~~with of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, including in connection with the Proposed Freenome Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination, including the Proposed Freenome Business Combination.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

1315

Shareholders May Not Have the Ability to Approve Our Initial Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.

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

• we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued and outstanding (excluding the Private Placement Shares) or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding (excluding the Private Placement Shares); ●

• we ~~any~~issue of(other ~~our~~than ~~directors,~~in ~~officers~~a orpublic ~~substantial~~offering ~~shareholders~~for ~~(as~~cash) ~~defined~~ordinary byshares ~~Nasdaq~~that ~~rules)~~will ~~has~~either (a) 5%be orequal ~~greater~~to ~~interest (~~or ~~such~~in ~~persons~~excess ~~collectively~~of ~~have a 10~~20% orof ~~greater~~the ~~interest),~~number ~~directly~~of orordinary ~~indirectly,~~shares inthen ~~the~~issued ~~target~~and ~~business~~outstanding or(excluding ~~assets~~the toPrivate bePlacement ~~acquired~~Shares) or ~~otherwise~~(b) ~~and~~have ~~the~~voting ~~present~~power equal to or ~~potential~~in ~~issuance~~excess of ~~ordinary~~20% ~~shares~~of ~~could~~the ~~result~~voting inpower anthen ~~increase in~~ issued and outstanding ~~ordinary~~(excluding ~~shares~~the orPrivate ~~voting~~Placement ~~power of 5% or more~~Shares); or

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

any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or

●

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

The Companies Act and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require, shareholder approval of our initial business combination.

The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and other reasons, which include a variety of factors, including, but not limited to:

• the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; ●

• the timing of the ~~expected~~transaction, ~~cost~~including ofin ~~holding~~the aevent we determine shareholder ~~vote~~approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

~~• the risk that the shareholders would fail to approve the proposed business combination;~~ ●

• the ~~other~~expected ~~time~~cost ~~and~~of ~~budget~~holding ~~constraints~~a ofshareholder ~~the company~~vote; ~~and~~

~~• additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.~~ ●

the risk that the shareholders would fail to approve the proposed business combination;

●

other time and budget constraints of the company; and

●

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

Permitted Purchases and Other Transactions with Respect to Our Securities

If we seek shareholder approval of our business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our Initial Shareholders, advisors or their affiliates may purchase public shares or equity-linked securities 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 to do so. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Initial Shareholders, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares or not redeem their public shares. 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 Initial Shareholders, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. It is intended that, if Rule 10b-18 would apply to purchases by our Initial Shareholders, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

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There is no limit on the number of shares our Initial Shareholders, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. 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 held in the Trust Account will be used to purchase public shares in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

The purpose of any such purchases of shares could be to (i) increase the likelihood of obtaining shareholder approval of the business combination or (ii) to 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 the business combination, where it appears that such requirement would otherwise not be met. Any such transactions may result in the completion of our business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our Initial Shareholders, advisors and/or their affiliates anticipate that they may identify the shareholders with whom our Initial Shareholders, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (holding Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our Initial Shareholders, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling 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 Initial Shareholders, advisors or 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 only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

Any purchases by our Initial Shareholders, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Initial Shareholders, advisors and/or their affiliates will be subject to restrictions in making purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Additionally, in the event our Initial Shareholders, advisors or their affiliates were to purchase public shares 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 Initial Shareholders, advisors and their affiliates may purchase public shares from public shareholders outside the redemption process, along with the purpose of such purchases;17

• if our Initial Shareholders, advisors and their affiliates were to purchase public shares from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

• our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our Initial Shareholders, advisors and their affiliates would not be voted in favor of approving the business combination transaction;

• our Initial Shareholders, 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; and

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~~• we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:~~ ●

• Our ~~the~~registration ~~amount~~statement/proxy ofstatement filed for our ~~securities~~business ~~purchased~~combination ~~outside~~transaction ofwould disclose the ~~redemption~~possibility ~~offer~~that by our Initial Shareholders, advisors and their affiliates may purchase public shares from public shareholders outside the redemption process, along with the ~~purchase~~purpose ~~price~~of such purchases;

~~• the purpose of the purchases by our Initial Shareholders, advisors and their affiliates;~~ ●

• if ~~the~~our ~~impact~~Initial Shareholders, ifadvisors ~~any,~~and oftheir ~~the~~affiliates ~~purchases~~were byto ~~our~~purchase ~~Initial~~public ~~Shareholders~~shares from public shareholders, ~~advisors~~they ~~and~~would ~~their~~do ~~affiliates~~so onat ~~the~~a ~~likelihood~~price ~~that~~no higher than the ~~business~~price ~~combination~~offered ~~transaction~~through ~~will~~our beredemption ~~approved~~process;

• the identities of our security holders who sold to our Initial Shareholders, 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 Initial Shareholders, advisors and their affiliates; and ●

• our ~~the~~registration ~~number~~statement/proxy statement filed for our business combination transaction would include a representation that any of our securities ~~for~~purchased ~~which~~by weour ~~have~~Initial ~~received~~Shareholders, ~~redemption~~advisors ~~requests~~and ~~pursuant~~their toaffiliates ~~our~~would ~~redemption~~not ~~offer.~~be voted in favor of approving the business combination transaction;

●

our Initial Shareholders, 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; and

●

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 Initial Shareholders, advisors and their affiliates, along with the purchase price;

●

the purpose of the purchases by our Initial Shareholders, advisors and their affiliates;

●

the impact, if any, of the purchases by our Initial Shareholders, 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 Initial Shareholders, 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 Initial Shareholders, advisors and their affiliates; and

●

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

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

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us for permitted withdrawals, divided by the number of the then-outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commission we will pay to the underwriter. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement shares and public shares in connection with (i) the completion of our initial business combination and (ii) the implementation by the directors of, following a shareholder vote to approve, an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed or repurchased 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 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

Manner of Conducting Redemptions

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (excluding the Private Placement shares) or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

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

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and ●

16 conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

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• file proxy materials with the SEC.

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their Founder Shares, Private Placement shares and public shares purchased during or after our Initial Public Offering in favor of our initial business combination. As a result, in addition to our shareholders’ Founder Shares and Private Placement Shares, we would need 3,091,251, or 35.8%, of the 8,625,000 public shares sold in our Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). 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 shares, we will not need any public shares in addition to our Founder Shares and the Private Placement shares held by our sponsor to be voted in favor of an initial business combination in order to approve an initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor, our management team and underwriter have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with (i) the completion of our initial business combination and (ii) the implementation by the directors of, following a shareholder vote to approve, an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed or repurchased 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 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

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

~~• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and~~19

●

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

●

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the public shares sold in our Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the public shares sold in our Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

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However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

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

Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to properly comply with the procedures to redeem shares, its shares may not be redeemed. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of our Initial Public Offering.

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Redemption of Public Shares and Liquidation If No Initial Business Combination

Our amended and restated memorandum and articles of association provide that we only have 24 months from the closing of our Initial Public Offering to consummate an initial business combination. If we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us for permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Our sponsor and each member of our management team has entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement shares they hold if we fail to consummate an initial business combination within 24 months from the closing of our Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of our Initial Public Offering).

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed or repurchased 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 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon implementation 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 and not previously released to us for permitted withdrawals, divided by the number of the then-outstanding public shares. This redemption right shall apply in the event of the implementation of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining in working capital held outside the Trust Account, plus funds from permitted withdrawals, plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of our Initial Public Offering and the sale of the Private Placement shares, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

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Although we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Our independent registered accounting firm will not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us (excluding our independent registered accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentially or other similar agreement or business combination agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 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 $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn for permitted withdrawals and, if we decide to liquidate, $100,000 of dissolution expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriter of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. 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 $10.00 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.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 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 $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn for permitted withdrawals and, if we decide to liquidate, $100,000 of dissolution expenses, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.22

WeTable ~~will seek to reduce the possibility that our sponsor will have to indemnify the Trust Account due to claims~~ of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriter of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. As of December 31, 2024, we have access to $1,129,684 from the proceeds of our Initial Public Offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors; however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.Contents

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 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 $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn for permitted withdrawals and, if we decide to liquidate, $100,000 of dissolution expenses, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance 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. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

We will seek to reduce the possibility that our sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriter of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. As of December 31, 2025, we have approximately $865,031 cash held outside the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors; however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”

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As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders are entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering, (ii) in connection with the implementation by the directors of, following a shareholder vote, an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed or repurchased 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 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination, including the Proposed Freenome Business Combination, within 24 months from the closing of our Initial Public Offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and If We Fail to Complete Our Initial Business Combination.

The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering.

		Redemptions in connection redemptions in connection with our initial business combination		Other permitted purchases of public shares by our affiliates	Redemptions if we fail to complete an initial business combination
	Redemptions in connection redemptions in connection with our initial business combination	Other permitted purchases of public shares by our affiliates	Redemptions if we fail to complete an initial business combination
Calculation of redemption price	Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals, if any, divided by the number of the then-outstanding public shares, subject to any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.	~~Redemptions~~If atwe ~~the~~seek ~~time~~shareholder approval of our initial business combination, ~~may~~our besponsor, ~~made~~directors, ~~pursuant~~officers, toadvisors aor ~~tender~~their ~~offer~~affiliates ormay purchase public shares in ~~connection~~privately ~~with~~negotiated atransactions ~~shareholder~~or ~~vote.~~in ~~The~~the ~~redemption~~open ~~price~~market ~~will~~either beprior ~~the~~to ~~same~~or ~~whether~~following wecompletion ~~conduct~~of ~~redemptions~~our ~~pursuant~~initial tobusiness acombination. ~~tender~~There ~~offer~~is orno inlimit ~~connection~~to ~~with~~the aprices ~~shareholder~~that ~~vote.~~our Insponsor, ~~either~~directors, ~~case~~officers, ~~our~~advisors ~~public~~or ~~shareholders~~their affiliates may ~~redeem~~pay ~~their~~in ~~public~~these ~~shares~~transactions. ~~for~~If ~~cash~~they ~~equal~~engage toin ~~the~~such ~~aggregate~~transactions, ~~amount~~they ~~then~~will onbe ~~deposit~~restricted infrom ~~the~~making ~~trust~~any ~~account~~such ~~calculated~~purchases aswhen they are in possession of ~~two~~any ~~business~~material ~~days~~nonpublic ~~prior~~information not disclosed to the ~~consummation~~seller ofor ~~the~~if ~~initial~~such ~~business~~purchases ~~combination~~are ~~(which~~prohibited isby ~~initially~~Regulation ~~anticipated~~M tounder bethe ~~$10~~Exchange Act.00 ~~per~~We ~~share)~~do not currently anticipate that such purchases, ~~including~~if ~~interest~~any, ~~earned~~would onconstitute ~~the~~a ~~funds~~tender ~~held~~offer insubject to the ~~trust~~tender ~~account~~offer ~~and~~rules ~~not~~under ~~previously~~the ~~released~~Exchange toAct usor ~~for~~a ~~permitted~~going ~~withdrawals,~~private iftransaction ~~any,~~subject ~~divided~~to by the ~~number~~going-private ofrules under the ~~then-outstanding~~Exchange ~~public~~Act; ~~shares~~however, ~~subject~~if tothe ~~any~~purchasers ~~limitations~~determine ~~(including~~at ~~but~~the ~~not~~time ~~limited~~of toany ~~cash~~such ~~requirements)~~purchases ~~agreed~~that tothe inpurchases ~~connection~~are ~~with~~subject to such rules, the ~~negotiation~~purchasers ofwill ~~terms~~be ofrequired ato ~~proposed~~comply ~~business~~with ~~combination~~such rules.	If we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.	If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.	If we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us for permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.

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~~Impact~~Redemptions toin ~~remaining~~connection ~~shareholders The~~ redemptions in connection with our initial business combination ~~will~~Other ~~reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and~~ permitted ~~withdrawals. If the permitted~~ purchases ~~described~~of ~~above~~public ~~are~~shares ~~made, there would be no impact to our remaining shareholders because the purchase price would not be paid~~ by ~~us. The redemption of~~ our ~~public~~affiliates ~~shares~~Redemptions if we fail to complete ~~our~~an initial business combination ~~will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions.~~


Impact to remaining shareholders	The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and permitted withdrawals.	If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.	The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition or blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who properly exercise their redemption rights may reduce the resources available to us for our initial business combination, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

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Facilities

We currently maintain our executive offices at 51 Astor Place, 10^th Floor, New York, New York 10003. The cost for our use of this space is included in the $15,000 per month fee we pay to our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Employees

We currently have three executive officers: Adam Stone, Michael Altman and Sam Cohn. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

Periodic Reporting and Financial Information

We have registered our Class A ordinary shares under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents, sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, generally accepted accounting principals in the United States (“GAAP”) or international financial reporting standards issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within 24 months from the closing of our Initial Public Offering. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We ~~will~~are be required to evaluate our internal control procedures ~~for the fiscal year ending December 31, 2025~~ as required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Only in the event ~~that~~ 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 have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

We ~~have~~ filed a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 20 years from the 28^th day of March 2024, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

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We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1i) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2ii) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

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ITEM 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Summary of Risk Factors

Our business is subject to numerous risks. The following summary highlights some of the risks you should consider with respect to our business and prospects. This summary is not complete and the risks summarized below are not the only risks we face. You should review and consider carefully the risks and uncertainties described in the “Risk Factors” section of this Annual Report on Form 10-K, which includes a more complete discussion of the risks summarized below as well as a discussion of other risks related to our business and an investment in our common shares, as well as our other SEC filings.

• We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

• Past performance by our management team or their affiliates, including Perceptive Advisors, ARYA Sciences Acquisition Corp., ARYA Sciences Acquisition Corp II, ARYA Sciences Acquisition Corp III and ARYA Sciences Acquisition Corp IV, may not be indicative of future performance of an investment in us.

• Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

• Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

• If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

• Nasdaq may delist our Class A ordinary shares from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

• 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.

• 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 us.

• The requirement that we consummate an initial business combination within 24 months after the closing of our Initial Public Offering may give potential target businesses leverage over us in negotiating a business combination 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.

• We may not be able to complete our initial business combination within 24 months from the closing of our Initial Public Offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

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• If we seek shareholder approval of our initial business combination, our Initial Shareholders, advisors and their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

• 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.

• 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 do not 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.

• If the net proceeds of our Initial Public Offering and the sale of the Private Placement shares not being held in the Trust Account are insufficient to allow us to operate for at least the next 24 months, 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.

• 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, potentially at a loss.

• 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.

• We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

• 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.

• In recent years, the number of special purpose acquisition companies that have been formed has increased substantially, potentially resulting in more competition for attractive targets. If this situation were to occur again, 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.

The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report.

Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination

We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a recently formed company, incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our business combination. If we fail to complete our business combination, we will never generate any operating revenues.

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Past performance by our management team or their affiliates, including Perceptive Advisors, ARYA Sciences Acquisition Corp., ARYA Sciences Acquisition Corp II, ARYA Sciences Acquisition Corp III and ARYA Sciences Acquisition Corp IV, may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team or their affiliates, including Perceptive Advisors, ARYA Sciences Acquisition Corp., ARYA Sciences Acquisition Corp II, ARYA Sciences Acquisition Corp III and ARYA Sciences Acquisition Corp IV, is presented for informational purposes only. Any past experience of and performance by our management team or their affiliates, including Perceptive Advisors, ARYA Sciences Acquisition Corp., ARYA Sciences Acquisition Corp II, ARYA Sciences Acquisition Corp III and ARYA Sciences Acquisition Corp IV, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any business combination we may consummate. You should not rely on the historical record of our management team or their affiliates, including ARYA Sciences Acquisition Corp., ARYA Sciences Acquisition Corp II, ARYA Sciences Acquisition Corp III, ARYA Sciences Acquisition Corp IV and Perceptive Advisors or any of their affiliates’ or managed fund’s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in Perceptive Advisors.

Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

We may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares (excluding the Private Placement shares) to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding ordinary shares (excluding the Private Placement shares), we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rule, 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. Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate.

Your only opportunity to affect the investment 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 will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. 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 approval. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. The amount of the deferred underwriting commissions payable to the underwriter 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 and the per-share value of shares held by non-redeeming shareholders may reflect our obligation to pay the deferred underwriting commissions.

If we seek shareholder approval of our initial business combination, our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

Our sponsor owns, on an as-converted basis, 20% of our issued and outstanding ordinary shares (excluding the Private Placement shares) immediately following the completion of our Initial Public Offering. Our sponsor and members of our management team also may from time to time purchase Class A ordinary shares prior to the completion of our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. As a result, in addition to our shareholders’ Founder Shares and Private Placement shares, we would need 3,091,251, or 35.8% of the 8,625,000 Public Shares sold in connection with our Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted). 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 shares, we will not need any public shares in addition to our Founder Shares and the Private Placement shares held by our sponsor to be voted in favor of an initial business combination in order to approve an initial business combination. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our sponsor and our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

YouITEM will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances1A. Therefore, toRISK liquidate your investment, you may be forced to sell your public shares, potentially at a loss.FACTORS

~~Our~~An ~~public~~investment ~~shareholders~~in ~~will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i)~~ our ~~completion~~securities ofinvolves ana ~~initial business~~high ~~combination,~~degree ~~and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption~~ of ~~any~~risk. ~~public~~The ~~shares~~occurrence ~~properly tendered in connection with the implementation by the directors~~ of, ~~following~~one aor ~~shareholder~~more ~~vote, an amendment to our amended and restated memorandum and articles~~ of ~~association (A) to modify~~ the ~~substance~~events or ~~timing~~circumstances ofdescribed ~~our~~in ~~obligation to provide holders of our Class A ordinary shares~~ the ~~right~~section totitled ~~have~~“Risk ~~their~~Factors,” ~~shares~~alone ~~redeemed~~ or ~~repurchased~~ 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 24 months from the closing of our Initial Public Offering or (B)~~ with ~~respect to any~~ other ~~provision~~events ~~relating~~or ~~to the rights of holders of our Class A ordinary shares~~circumstances, ~~and~~may ~~(iii)~~materially ~~the~~adversely ~~redemption~~affect of our ~~public shares if we have not consummated an initial~~ business ~~within 24 months from the closing of our Initial Public Offering~~, ~~subject~~financial tocondition ~~applicable law~~ and asoperating ~~further described herein~~results. ~~Public~~In ~~shareholders~~that ~~who~~event, ~~redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in~~ the ~~preceding~~ ~~sentence~~trading ~~shall~~price ~~not be entitled to funds from the Trust Account upon the subsequent completion~~ of ~~an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of~~ our ~~Initial~~securities ~~Public~~could ~~Offering~~decline, ~~with~~and ~~respect~~you tocould ~~such~~lose ~~Class~~all ~~A ordinary shares so redeemed. In no other circumstances will a shareholder have any right~~ or ~~interest~~part of ~~any kind to or in the Trust Account. Accordingly, to liquidate~~ your investment~~, you may be forced to sell your public shares, 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~~ Summary ~~and~~of ~~subject~~Risk ~~us to additional trading restrictions.~~Factors

We Our ~~cannot~~business ~~assure~~is ~~you~~subject ~~that~~to ~~our~~numerous ~~securities~~risks. ~~will~~The ~~continue~~following tosummary behighlights ~~listed~~some onof ~~Nasdaq~~the inrisks ~~the~~you ~~future~~should orconsider ~~prior~~with respect to our ~~initial~~ business ~~combination~~and prospects. InThis ~~order~~summary ~~to continue~~is ~~listing~~not ~~our~~complete ~~securities~~and onthe ~~Nasdaq~~risks ~~prior~~summarized tobelow ~~our~~are ~~initial~~not ~~business~~the ~~combination,~~only risks we ~~must~~face. ~~maintain~~You ~~certain~~should ~~financial,~~review ~~distribution~~and consider carefully the risks and ~~share~~uncertainties ~~price~~described ~~levels.~~in ~~Generally,~~the we“Risk ~~must~~Factors” ~~maintain~~section aof ~~minimum~~this ~~average~~Annual ~~global~~Report ~~market~~on ~~capitalization~~Form ~~and~~10-K, which includes a ~~minimum number~~more complete discussion of ~~holders~~the risks summarized below as well as a discussion of other risks related to our ~~securities~~business and an investment in our common shares, as well as our other SEC filings.

~~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:~~ ●

• The aProposed ~~limited~~Freenome ~~availability~~Business ofCombination ~~market~~may ~~quotations~~not ~~for~~be ~~our~~completed ~~securities;~~on the terms or timeline currently contemplated, or at all.

~~• reduced liquidity for our securities;~~ ●

• During athe ~~determination~~pendency ~~that~~of ~~our~~the ~~Class~~Business ACombination ~~ordinary~~Agreement, ~~shares~~we ~~are~~may anot ~~“penny~~be ~~stock”~~able ~~which will require brokers trading in our Class A ordinary shares~~ to ~~adhere~~enter tointo ~~more~~a ~~stringent~~business ~~rules~~combination ~~and~~with ~~possibly~~another ~~result~~party inat a ~~reduced~~favorable ~~level~~price because of ~~trading~~restrictions ~~activity~~ in the ~~secondary~~Business ~~trading~~Combination ~~market~~Agreement, ~~for~~which ~~our~~could ~~securities;~~adversely affect its business.

~~• a limited amount of news and analyst coverage; and~~ ●

• We are a ~~decreased~~newly ~~ability~~incorporated tocompany ~~issue~~with ~~additional~~no ~~securities~~operating orhistory ~~obtain~~and ~~additional~~no ~~financing~~revenues, inand ~~the~~you ~~future~~have no basis on which to evaluate our ability to achieve our business objective.

~~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 we expect that our Class A ordinary shares will be listed on Nasdaq, our Class A ordinary shares will qualify as covered securities under the statute. Although the states are ● preempted from regulating the sale of covered 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 shares would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our shares.

28 Past performance by our management team or their affiliates, including Perceptive Advisors, ARYA Sciences Acquisition Corp., ARYA Sciences Acquisition Corp II, ARYA Sciences Acquisition Corp III and ARYA Sciences Acquisition Corp IV, or their respective business combination targets, may not be indicative of future performance of an investment in us.

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~~The~~ Our ~~ability~~shareholders ofmay ~~our~~not ~~public~~be ~~shareholders~~afforded an opportunity to ~~redeem~~vote ~~their~~on ~~shares~~our ~~for~~proposed ~~cash~~initial ~~may~~business ~~make~~combination, including the Proposed Freenome Business Combination, and even if we hold a vote, holders of our ~~financial~~Founder ~~condition~~Shares ~~unattractive~~will toparticipate ~~potential business~~in ~~combination~~such ~~targets~~vote, which ~~may~~means ~~make~~we itmay ~~difficult~~complete ~~for~~our usinitial tobusiness ~~enter~~combination ~~into~~even though a ~~business~~majority ~~combination~~of ~~with~~our public shareholders do not support such a ~~target~~combination.

~~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, such as the payment of expenses incurred in connection with the business combination. 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~~ Your ~~ability~~only ofopportunity ~~our public shareholders~~ to ~~exercise~~effect ~~redemption~~your ~~rights~~investment ~~with~~decision ~~respect~~regarding to a ~~large~~potential ~~number~~business ofcombination ~~our shares~~ may ~~not~~be ~~allow~~limited us to ~~complete~~ the ~~most~~exercise ~~desirable~~of ~~business~~your ~~combination~~right orto ~~optimize~~redeem ~~our~~your ~~capital~~shares ~~structure~~from us for cash.

~~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 a large number of shares are submitted for redemption, we may need to restructure the ● transaction to reserve a greater portion of the cash in the Trust Account or arrange for additional third-party financing. 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 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. The effect of this dilution will be greater for shareholders who do not redeem. In addition, the amount of the deferred underwriting compensation payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. 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 “—The nominal purchase price paid by our sponsor for the Founder Shares may significantly dilute the implied value of your public shares in the event we consummate an 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 Class A ordinary shares to materially decline.” The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commission payable to the underwriter 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 amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

~~The~~ If ~~ability~~we seek shareholder approval of our ~~public~~initial ~~shareholders~~business tocombination, ~~exercise~~including ~~redemption~~the ~~rights~~Proposed ~~with~~Freenome ~~respect~~Business toCombination, aour ~~large~~sponsor ~~number~~and members of our ~~shares~~management ~~could~~team ~~increase the~~have ~~probability~~agreed ~~that~~to ~~our~~vote ~~initial~~in ~~business~~favor ~~combination~~of ~~would~~such beinitial ~~unsuccessful~~business ~~and~~combination, ~~that~~including ~~you~~the ~~would~~Proposed ~~have~~Freenome toBusiness ~~wait~~Combination, ~~for~~regardless ~~liquidation~~of inhow ~~order~~our topublic ~~redeem~~shareholders ~~your shares~~vote.

~~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. 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.

29 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, potentially at a loss.

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~~The requirement that we consummate an initial business combination within 24 months after the closing of our Initial Public Offering may give~~ ~~potential~~ Nasdaq ~~target businesses leverage over us in negotiating a business combination and~~ may ~~limit~~delist ~~the~~our ~~time~~Class weA ~~have~~ordinary inshares ~~which~~from totrading ~~conduct due diligence~~ on ~~potential~~its ~~business combination targets~~exchange, ~~in particular as we approach our dissolution deadline,~~ which could ~~undermine~~limit ~~our~~investors’ ability to ~~complete~~make ~~our~~transactions ~~initial~~in ~~business~~our ~~combination~~securities onand ~~terms~~subject ~~that~~us ~~would~~to ~~produce~~additional ~~value~~trading ~~for our shareholders~~restrictions.

~~Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial~~ business combination within 24 months from the closing of our Initial Public Offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business ● combination within the required time period 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 The ~~may~~ability ~~engage~~of our ~~underwriter~~public orshareholders ~~any of its affiliates~~ to ~~provide~~redeem ~~additional~~their ~~services~~shares tofor ~~us,~~cash ~~which~~ may ~~include~~make ~~acting~~our asfinancial ~~M&A advisors~~condition inunattractive ~~connection~~to ~~with~~potential ~~an initial~~ business combination ortargets, aswhich ~~placement agents in connection with a related financing transaction. These financial incentives~~ may ~~cause~~make ~~our~~it ~~underwriter~~difficult tofor ~~have~~us ~~potential conflicts of interest in rendering any such additional services~~ to ~~us,~~enter ~~including,~~into ~~for~~a ~~example,~~business incombination ~~connection~~ with ~~the~~a ~~sourcing and consummation of an initial business combination~~target.

We may engage our underwriter or its affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay the underwriter or its affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. Such underwriter or its affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.28

~~We may not be able to find a suitable target business and consummate an initial business combination within 24 months after the closing of our Initial~~ Public Offering. An increasing number of SPACs have liquidated beginning in the second half of the 2022 due to an inability to complete an initial business combination within their allotted time periods. Our ability to complete our initial business ● combination may be negatively impacted by general market conditions, volatility in the capital and debt markets, international tariffs, public health crises and the other risks described herein, including, but not limited to, the war between Russia and Ukraine and the Israel-Hamas conflict.

~~If we have not consummated an initial business combination within such applicable time period, we will: (i) cease all operations except for the~~ ~~purpose~~ The ability of ~~winding~~our ~~up; (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the~~ public ~~shares,~~shareholders ~~at a per-share price, payable in cash, equal~~ to ~~the~~exercise aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released for permitted withdrawals, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption ~~will completely extinguish public shareholders’~~ rights aswith ~~shareholders~~respect ~~(including the right~~ to ~~receive~~a ~~further~~large ~~liquidation~~number ~~distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval~~ of our ~~remaining~~shares ~~shareholders~~may ~~and~~not ~~our~~allow ~~board~~us ~~of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii),~~ to ~~our~~complete ~~obligations under Cayman Islands law to provide for claims of creditors and~~ the ~~requirements~~most ofdesirable ~~other 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, weor ~~will follow~~optimize 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~~capital ~~may receive only $10~~structure.~~00 per public share, or less than $10.00 per public share, on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the Trust Account~~ ~~could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.~~

30 ●

The ~~Table~~requirement that we consummate an initial business combination within 24 months after the closing of ~~Contents~~our Initial Public Offering may give potential target businesses leverage over us in negotiating a business combination 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.

~~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.~~ ●

We If ~~have~~the ~~until~~Proposed ~~the~~Freenome ~~date~~Business ~~that~~Combination is 24not ~~months from the closing of our Initial Public Offering or until such earlier liquidation date as our board of directors may approve~~consummated, ~~to consummate our initial business combination. If~~ we ~~anticipate that we~~ may not be ~~unable~~able to consummate our initial business combination within ~~such~~ 24~~-month~~ ~~period,~~months weafter ~~may~~the ~~seek~~closing ~~shareholder approval to amend our amended and restated memorandum and articles~~ of ~~association to extend the date by which we must consummate~~ our ~~initial~~Initial ~~business~~Public ~~combination. If we seek shareholder approval for an extension and the related amendments are implemented by the directors~~Offering, ~~holders of Class A ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable~~ in ~~cash,~~which ~~equal~~case towe ~~the~~would ~~aggregate~~cease ~~amount~~all ~~then~~operations onexcept ~~deposit~~for in the ~~Trust~~purpose ~~Account, including interest earned thereon (less permitted withdrawals), divided by the number~~ of ~~then issued~~winding ~~and~~up outstanding public shares, subject to applicable law. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we ~~are~~would ~~unable to consummate our initial business combination within the applicable time period, we will, 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~~Public ~~under~~Shares ~~Cayman Islands law to provide for claims of creditors~~ and ~~the requirements of other applicable law~~liquidate.

~~If we seek shareholder approval of our initial business combination, our Initial Shareholders, advisors and their affiliates may~~ ~~elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.~~ ●

If we seek shareholder approval of our ~~business~~initial ~~combination and we do not conduct redemptions in connection with our~~ business combination ~~pursuant to the tender offer rules~~, our Initial Shareholders, advisors and their affiliates may ~~purchase~~elect ~~public shares or equity-linked securities in privately negotiated transactions or in the open market either prior~~ to orpurchase ~~following~~shares ~~the~~from ~~completion~~public ~~of our initial business combination~~shareholders, ~~although~~which ~~they~~may ~~are~~influence ~~under~~a novote ~~obligation~~on toa doproposed ~~so. Additionally, at any time at or prior to the completion of our initial~~ business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Initial Shareholders, advisors or their affiliates may enter into transactions with investors and ~~others~~reduce tothe ~~provide them with incentives to acquire~~ public ~~shares~~“float” orof ~~not~~our ~~redeem~~Class ~~their~~A ~~public~~ordinary shares.

~~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 Initial Shareholders, advisors and their affiliates purchase shares in privately negotiated transactions from public shareholders who have ● already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. It is intended that, if Rule 10b-18 would apply to purchases by our Initial Shareholders, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

~~There~~ If isa noshareholder ~~limit~~fails onto ~~the~~receive ~~number~~notice of ~~shares~~ our ~~Initial~~offer ~~Shareholders,~~to ~~advisors~~redeem orour ~~their~~Public ~~affiliates~~Shares ~~may purchase~~ in ~~such~~connection ~~transactions, subject to compliance~~ with ~~applicable~~our ~~law~~initial ~~and~~business ~~Nasdaq rules. However~~combination, ~~they have no current commitments, plans~~ or ~~intentions~~fails to ~~engage~~comply inwith ~~such~~the ~~transactions~~procedures ~~and~~for ~~have~~submitting ~~not formulated any terms~~ or ~~conditions~~tendering ~~for~~its ~~any~~shares, such ~~transactions. None of the funds held in the Trust Account will be used to purchase public~~ shares inmay ~~such~~not ~~transactions. Such persons will~~ be subject to restrictions in making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Actredeemed.

~~The purpose of any such purchases of shares could be to (i) increase the likelihood of obtaining shareholder approval of the business combination or~~ (ii) to 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 the business combination, where it appears that such requirement would otherwise not be met. ● ~~Any such transactions may result in the completion of our business combination that may not otherwise have been possible.~~

In Because ~~addition,~~of ifour ~~such~~limited ~~purchases~~resources ~~are~~and ~~made,~~ the ~~public~~significant ~~“float”~~competition offor ~~our~~business ~~securities~~combination opportunities, it may be ~~reduced~~more ~~and~~difficult ~~the~~for ~~number~~us ofto ~~beneficial~~complete ~~holders~~our ofinitial business combination. If we do not to complete our ~~securities may~~initial bebusiness ~~reduced~~combination, ~~which~~our public shareholders may ~~make~~receive itonly ~~difficult~~their topro ~~maintain~~rata orportion ~~obtain~~of the ~~quotation,~~funds ~~listing~~in orthe ~~trading~~Trust ofAccount ~~our~~that ~~securities~~are onavailable afor ~~national~~distribution ~~securities~~to ~~exchange~~public shareholders.

~~Our Initial Shareholders, advisors and/or their affiliates anticipate that they may identify the shareholders with whom our Initial Shareholders,~~ advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (holding Class A ordinary shares) following our mailing of ● proxy materials in connection with our initial business combination. To the extent that our Initial Shareholders, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling 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 Initial Shareholders, advisors or 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 only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

31 If the net proceeds of our Initial Public Offering and the sale of the Private Placement shares not being held in the Trust Account are insufficient to allow us to operate for at least the next 24 months, 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.

~~Table of Contents~~ ●

~~Any purchases by our Initial Shareholders, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act~~ ~~will~~ We ~~only~~have bebeen ~~made~~a topassive ~~the~~foreign ~~extent~~investment ~~such~~company, ~~purchases~~or ~~are able to be made in compliance with Rule 10b-18~~“PFIC,” which iscould aresult ~~safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with~~ in ~~order~~adverse ~~for the safe harbor to be available to the purchaser~~U.S. ~~Our~~federal ~~Initial~~income ~~Shareholders,~~tax ~~advisors~~consequences ~~and/or their affiliates will be subject~~ to ~~restrictions in making purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act~~U.S. ~~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~~investors.

~~Additionally, in the event our Initial Shareholders, advisors or their affiliates were to purchase public shares 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:~~ ●

• Because ~~Our~~we ~~registration~~are ~~statement/proxy~~incorporated ~~statement~~under ~~filed~~the ~~for~~laws ~~our~~of ~~business~~the ~~combination~~Cayman ~~transaction~~Islands, ~~would~~in ~~disclose~~ the ~~possibility~~event ~~that~~we ~~our~~do ~~Initial~~not ~~Shareholders,~~consummate ~~advisors~~an ~~and~~initial ~~their~~business ~~affiliates~~combination, you may ~~purchase~~face ~~public~~difficulties ~~shares~~in ~~from~~protecting ~~public~~your ~~shareholders~~interests, ~~outside~~and ~~the~~your ~~redemption~~ability ~~process,~~to ~~along~~protect ~~with~~your rights through the ~~purpose~~U.S. ofFederal ~~such~~courts ~~purchases;~~may be limited.

• In ~~our~~recent ~~registration~~years, ~~statement/proxy~~the ~~statement~~number ~~filed~~of special purpose acquisition companies that have been formed has increased substantially, potentially resulting in more competition for ~~our~~attractive ~~business~~targets. ~~combination~~If ~~transaction~~this ~~would~~situation ~~include~~were ato ~~representation~~occur ~~that~~again, ~~any~~this ofcould ~~our~~increase ~~securities~~the ~~purchased~~cost byof our ~~Initial~~initial ~~Shareholders,~~business ~~advisors~~combination and ~~their~~could ~~affiliates~~even ~~would~~result ~~not~~in beour ~~voted~~inability into ~~favor~~find ofa ~~approving~~target ~~the~~or to consummate an initial business combination ~~transaction;~~.

• The ~~our~~other ~~Initial~~risks ~~Shareholders, advisors~~ and ~~their~~uncertainties ~~affiliates~~discussed ~~would~~in ~~not~~“Risk ~~possess~~Factors” ~~any redemption rights with respect to our securities or, if they do acquire~~ and ~~possess~~elsewhere ~~redemption~~in ~~rights,~~this ~~they~~Annual ~~would waive such rights; and~~Report.

• Risks weRelating ~~would~~to ~~disclose~~Our inSearch afor, ~~Form~~Consummation ~~8-K~~of, ~~before~~or ~~our~~Inability ~~security holder meeting~~ to ~~approve the business combination transaction~~Consummate, ~~the~~a ~~following~~Business ~~material items:~~Combination

• The ~~the~~Proposed ~~amount~~Freenome ofBusiness ~~our~~Combination ~~securities~~may ~~purchased~~not ~~outside~~be ofcompleted on the ~~redemption~~terms ~~offer~~or bytimeline ~~our~~currently ~~Initial Shareholders~~contemplated, ~~advisors~~or ~~and~~at ~~their affiliates, along with the purchase price;~~all.

• The consummation of the ~~purpose~~Proposed Freenome Business Combination is subject to numerous conditions, including the effectiveness of the ~~purchases~~registration statement on Form S-4 to be filed by ~~our~~us ~~Initial~~as ~~Shareholders~~part of the Proposed Freenome Business Combination, ~~advisors~~and other customary closing conditions, and ~~their~~there ~~affiliates;~~can be no assurance that the Proposed Freenome Business Combination will be consummated.

~~• the impact, if any, of the purchases by our Initial Shareholders, advisors and their affiliates on the likelihood that the business combination transaction will be approved;~~29

• If the ~~number~~Proposed Freenome Business Combination is not completed for any reason, the price of our ~~securities~~Class ~~for~~A ~~which~~Ordinary Shares may decline to the extent that the market price of our Class A Ordinary Shares reflects or previously reflected positive market assumptions that the Proposed Freenome Business Combination would be completed and the related benefits would be realized. In addition, we have ~~received~~expended ~~redemption~~and ~~requests~~will ~~pursuant~~continue to ~~our~~expend ~~redemption~~significant ~~offer~~management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory, printing, and financial services fees related to the Proposed Freenome Business Combination. These expenses must be paid regardless of whether the Proposed Freenome Business Combination is consummated.

If athe ~~shareholder~~Proposed ~~fails~~Freenome toBusiness ~~receive~~Combination ~~notice~~is ofnot ~~our~~completed ~~offer~~for toany ~~redeem~~reason, our ~~Public~~ongoing ~~Shares~~business inand ~~connection~~financial ~~with~~results ~~our~~may ~~initial~~be ~~business combination,~~adversely oraffected ~~fails~~and, towithout ~~comply~~realizing ~~with~~any of the ~~procedures~~benefits ~~for~~of ~~tendering~~having ~~its~~completed ~~shares,~~the ~~such~~Proposed ~~shares~~Freenome ~~may~~Business ~~not~~Combination, we will be ~~redeemed.~~subject to a number of risks, including the following:

~~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 solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the ● proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender Public Shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

32 we will be required to pay costs relating to the Proposed Freenome Business Combination, which are substantial, such as legal, accounting, financial advisory, and printing fees, whether or not the Proposed Freenome Business Combination is completed;

~~Table of Contents~~ ●

As time ~~the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer~~ and ~~there~~ ~~may~~resources becommitted ~~more~~by ~~competition~~our ~~for~~management ~~attractive~~to ~~targets.~~matters ~~This~~relating ~~could~~to ~~increase~~ the ~~cost~~Proposed ofFreenome ~~our~~Business ~~initial~~Combination ~~business combination and~~ could ~~even~~otherwise ~~result~~have inbeen ~~our~~devoted ~~inability~~ to ~~find~~pursuing aother ~~target~~beneficial ~~or to consummate an initial business combination.~~opportunities;

~~In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for~~ special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies ● currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination. In addition, because there are more special purpose acquisition companies 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 target 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.

~~Changes~~ we inmay ~~the~~experience ~~market~~negative ~~for~~reactions ~~directors~~from ~~and~~financial ~~officers~~markets, ~~liability~~including ~~insurance~~negative ~~could~~impacts ~~make~~on itthe ~~more~~price ~~difficult~~of ~~and~~our ~~more~~Class ~~expensive~~A ~~for~~Ordinary usShares, including to ~~negotiate~~ ~~and~~the ~~complete~~extent anthat ~~initial~~the ~~business~~current ~~combination.~~market price reflects a market assumption that the Proposed Freenome Business Combination will be completed;

~~Recently, the market for directors and officers liability insurance for special purpose acquisition companies 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.~~

~~The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to~~ ~~negotiate~~ we anmay ~~initial~~experience ~~business~~negative ~~combination.~~reactions Infrom ~~order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company~~employees, ~~the post-business combination entity might need to incur greater expense~~customers, ~~accept less favorable terms~~ or ~~both.~~vendors; ~~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.

If since wethe ~~seek~~Business ~~shareholder~~Combination ~~approval~~Agreement restricts the conduct of our ~~initial~~ business ~~combination~~prior ~~and~~to wecompletion doof ~~not~~the ~~conduct~~Proposed ~~redemptions~~Freenome ~~pursuant~~Business ~~to the tender offer rules~~Combination, ~~and~~we ifmay ~~you~~not orhave abeen ~~“group”~~able ofto ~~shareholders~~take ~~are~~certain ~~deemed~~actions toduring ~~hold~~the inpendency ~~excess~~ of ~~15%~~the ofProposed ~~our~~Freenome ~~public~~Business ~~shares~~Combination ~~sold~~that inwould ~~our~~have ~~Initial~~benefited ~~Public~~it ~~Offering,~~as ~~you~~an ~~will~~independent ~~lose~~company and the ~~ability~~opportunity to ~~redeem~~take ~~all~~ such ~~shares~~actions inmay ~~excess~~no oflonger ~~15%~~be ~~of our public shares~~available.

~~If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business~~ ~~combination~~ During ~~pursuant to~~ the ~~tender~~pendency ~~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~~Business ~~Act),~~Combination ~~will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the public shares sold in our Initial Public Offering~~Agreement, ~~which~~ we ~~refer~~ tomay ~~as the “Excess Shares,” without our prior consent. However, we would~~ not be ~~restricting~~able ~~our shareholders’ ability~~ to ~~vote~~enter ~~all~~into ofa ~~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~~another toparty ~~the~~at ~~Excess Shares if we complete our initial business combination. And as~~ a ~~result,~~favorable ~~you~~price ~~will~~because ~~continue to hold that number~~ of ~~shares~~restrictions ~~exceeding such 15% and,~~ in ~~order~~the toBusiness ~~dispose~~Combination ~~of such shares~~Agreement, ~~would~~which ~~be required~~could toadversely ~~sell~~affect ~~your~~its ~~shares in open market transactions, potentially at a loss~~business.

33 Covenants in the Business Combination Agreement impede our ability to make acquisitions, subject to specified exceptions relating to fiduciary duties, or complete other mergers, sales of assets, or other business combinations pending completion of the Proposed Freenome Business Combination. As a result, if the Proposed Freenome Business Combination is not completed, we may be at a disadvantage to our competitors during that period. In addition, while the Business Combination Agreement is in effect, we are generally prohibited from soliciting, initiating, encouraging, or entering into specified extraordinary transactions, such as a merger, sale of assets, or other business combination, with any third party, subject to specified exceptions, even if any such transaction could be favorable to our stockholders.

We ~~Table~~are ofa ~~Contents~~newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

~~Because~~ We ofare ~~our~~a ~~limited~~recently ~~resources~~formed ~~and~~company, incorporated under the ~~significant~~laws ~~competition~~of ~~for~~the ~~business~~Cayman ~~combination~~Islands ~~opportunities~~with no operating results. Because we lack an operating history, ityou ~~may~~have beno ~~more~~basis ~~difficult for~~upon uswhich to ~~complete~~evaluate our ~~initial~~ability ~~business~~to ~~combination.~~achieve Ifour webusiness doobjective ~~not~~of ~~complete~~completing our initial business combination ~~within~~with ~~the~~one ~~required~~or ~~time~~more ~~period~~target businesses. We have no plans, ~~our~~arrangements ~~public~~or ~~shareholders~~understandings with any prospective target business concerning a business combination and may ~~receive~~be ~~only~~unable ~~approximately~~to ~~$10~~complete our business combination.00 ~~per~~If ~~public~~we ~~share,~~fail orto ~~less~~complete inour ~~certain circumstances~~business combination, onwe ~~the~~will ~~liquidation~~never ofgenerate ~~our~~any ~~Trust~~operating ~~Account~~revenues.

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. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our Initial Public Offering and the sale of the Private Placement shares, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account. 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 $10.00 per public share” and other risk factors herein.30

IfTable ~~the net proceeds~~ of our Initial Public Offering and the sale of the Private Placement shares not being held in the Trust Account and funds from our permitted withdrawals are insufficient to allow us to operate for the 24 months following the closing of our Initial Public Offering, 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.Contents

As Past ofperformance ~~December~~by ~~31, 2024, we had $1,129,684 cash held outside the Trust Account to fund~~ our ~~working~~management ~~capital~~team ~~requirements.~~or Wetheir ~~expect~~affiliates, toincluding ~~use~~Perceptive aAdvisors, ~~portion~~ARYA ~~of the~~Sciences ~~funds~~Acquisition ~~available to us to pay fees to consultants to assist us with our search for a target business~~Corp., WeARYA ~~could~~Sciences ~~also~~Acquisition ~~use~~Corp aII, ~~portion~~ARYA ofSciences ~~the~~Acquisition ~~funds~~Corp asIII aand ~~down~~ARYA ~~payment~~Sciences orAcquisition toCorp ~~fund~~IV, ~~a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies~~ or ~~investors~~their onrespective ~~terms more favorable to such target businesses) with respect to a particular proposed~~ business combination targets, ~~although~~may ~~we do~~ not ~~have~~be ~~any~~indicative ~~current intention to do so. If we entered into a letter~~ of ~~intent~~future ~~where~~performance ~~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~~an ~~breach~~investment orin ~~otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business~~us.

If Information weregarding ~~are~~performance ~~required to seek additional capital~~by, weor ~~would~~businesses ~~need~~associated ~~to borrow funds from our sponsor~~with, ~~members of~~ our management team or ~~any of~~ their affiliates, orincluding ~~other~~Perceptive ~~third~~Advisors, ~~parties~~ARYA toSciences ~~operate~~Acquisition orCorp., ~~may~~ARYA beSciences ~~forced~~Acquisition toCorp ~~liquidate. None our sponsor~~II, ~~members~~ARYA ofSciences ~~our~~Acquisition ~~management~~Corp ~~team~~III ~~nor~~and ~~any~~ARYA ofSciences ~~their~~Acquisition ~~affiliates~~Corp isIV, ~~under~~or ~~any~~their ~~obligation~~respective tobusiness ~~advance~~combination ~~funds~~targets, tois uspresented infor ~~such~~informational ~~circumstances~~purposes only. Any ~~such~~past ~~advances~~experience ~~may~~of ~~be repaid~~and ~~only~~performance ~~from~~by ~~funds~~our ~~held~~management ~~outside~~team ~~the Trust Account~~ or ~~from~~their ~~funds~~affiliates, ~~released~~including toPerceptive usAdvisors, ~~for~~ARYA ~~permitted~~Sciences ~~withdrawals~~Acquisition orCorp., ~~upon~~ARYA ~~completion~~Sciences ofAcquisition ~~our~~Corp ~~initial~~II, ~~business~~ARYA ~~combination.~~Sciences UpAcquisition toCorp ~~$3,000,000~~III ofand ~~such~~ARYA ~~loans~~Sciences ~~may~~Acquisition beCorp ~~convertible~~IV, ~~into~~or ~~shares~~their ofrespective ~~the post-~~business combination ~~entity~~targets, atis not a ~~price~~guarantee ofeither: ~~$10.00~~(1) ~~per~~that ~~share~~we atwill ~~the~~be ~~option~~able ofto ~~the~~successfully ~~lender.~~identify ~~The~~a ~~shares~~suitable ~~would~~candidate befor ~~identical~~our toinitial ~~the~~business ~~Private~~combination; ~~Placement~~or ~~Shares.~~(2) ~~Prior~~of toany ~~the~~results ~~completion~~with ofrespect ~~our~~to ~~initial~~any business combination, we domay ~~not~~consummate. ~~expect~~You toshould ~~seek~~not ~~loans~~rely ~~from~~on ~~parties other~~the ~~than~~historical ~~our~~record ~~sponsor, members~~ of our management team or ~~any of~~ their affiliates, asincluding weARYA doSciences ~~not~~Acquisition ~~believe~~Corp., ~~third~~ARYA ~~parties~~Sciences ~~will~~Acquisition beCorp ~~willing~~II, toARYA ~~loan~~Sciences ~~such~~Acquisition ~~funds~~Corp ~~and~~III, ~~provide~~ARYA aSciences ~~waiver~~Acquisition ~~against~~Corp ~~any~~IV and ~~all~~Perceptive ~~rights~~Advisors toor ~~seek~~any ~~access~~of totheir ~~funds~~affiliates’ inor ~~our~~managed ~~Trust~~fund’s ~~Account.~~performance ~~If we~~as doindicative ~~not~~of ~~complete our initial business combination within~~ the ~~required~~future ~~time~~performance ~~period~~of ~~because~~an weinvestment doin ~~not have sufficient funds available to~~ us, weor ~~will be forced to cease operations and liquidate~~ the ~~Trust~~returns ~~Account.~~we ~~Consequently~~will, ~~our~~or ~~public~~are ~~shareholders may~~likely ~~only receive an estimated $10.00 per public share~~to, orgenerate ~~possibly~~going ~~less, on our redemption of our public shares~~forward. ~~See~~An “—investment Ifin ~~third parties bring claims against~~ us, ~~the~~is ~~proceeds~~not ~~held~~an investment in ~~the~~Perceptive ~~Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10~~Advisors.~~00 per public share” and other risk factors herein.~~

34 Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, including the Proposed Freenome Business Combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination.

We ~~Table~~may not hold a shareholder vote to approve our initial business combination, including the Proposed Freenome Business Combination, unless the business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance, the Nasdaq rules currently allow us to engage in a tender offer in lieu of ~~Contents~~a shareholder meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares (excluding the Private Placement shares) to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding ordinary shares (excluding the Private Placement shares), we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rule, 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. Accordingly, we may consummate our initial business combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate.

We Your ~~may~~only ~~seek~~opportunity ~~business~~to ~~combination~~affect ~~opportunities~~the ~~with~~investment decision regarding a ~~high~~potential ~~degree~~business ofcombination ~~complexity~~may ~~that~~be ~~require~~limited ~~significant~~to ~~operational~~the ~~improvements,~~exercise ~~which~~of ~~could~~your ~~delay or~~right ~~prevent~~to usredeem ~~from~~your ~~achieving~~shares ~~our~~from ~~desired~~us ~~results~~for cash.

We At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses, including Freenome. Since our board of directors may ~~seek~~complete a business combination ~~opportunities~~without ~~with~~seeking ~~large~~shareholder approval, ~~highly~~including ~~complex~~the ~~companies~~Proposed ~~that~~Freenome weBusiness ~~believe~~Combination, ~~would~~public ~~benefit~~shareholders ~~from~~may ~~operational~~not ~~improvements.~~have ~~While we~~the ~~intend~~right or opportunity to ~~implement~~vote on the business combination, including the Proposed Freenome Business Combination, unless we seek such ~~improvements~~shareholder approval. Accordingly, your only opportunity to affect the ~~extent~~investment ~~that~~decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our ~~efforts~~tender ~~are~~offer ~~delayed~~documents ormailed to our public shareholders in which we ~~are~~describe ~~unable~~our toinitial ~~achieve~~business combination. The amount of the ~~desired~~deferred ~~improvements,~~underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. ~~may~~The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be asreduced ~~successful~~by asthe wedeferred ~~anticipate~~underwriting commission and after such redemptions and the per-share value of shares held by non-redeeming shareholders may reflect our obligation to pay the deferred underwriting commissions.

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 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 combination. 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.31

If we ~~are~~seek ~~forced~~shareholder toapproval ~~enter~~of ~~into~~our aninitial ~~insolvent~~business ~~liquidation~~combination, ~~any~~including ~~distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following~~ the ~~date~~Proposed onFreenome ~~which~~Business ~~the distribution was made~~Combination, ~~we were unable to pay~~ our ~~debts~~sponsor asand ~~they~~members ~~fall due in the ordinary course~~ of ~~business. As a result, a liquidator could seek to recover some or all amounts received by~~ our ~~shareholders.~~ ~~Furthermore,~~management ~~our~~team ~~directors~~have ~~may~~agreed ~~be viewed as having breached their fiduciary duties~~ to usvote ~~or our creditors and/or may have acted~~ in ~~bad~~favor ~~faith,~~of ~~thereby~~such ~~exposing~~initial ~~themselves~~business ~~and our company to claims~~combination, byincluding ~~paying public shareholders from~~ the ~~Trust~~ ~~Account~~Proposed ~~prior~~Freenome toBusiness ~~addressing~~Combination, ~~the~~regardless ~~claims~~ of ~~creditors.~~how ~~Claims may be brought against us for these reasons. We and~~ our ~~directors~~public ~~and~~shareholders officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292vote.~~68 and imprisonment for five years in the Cayman Islands.~~

We Our ~~may~~sponsor ~~not~~owns, ~~hold~~on an ~~annual~~as-converted basis, 20% of our issued and outstanding ordinary shares (excluding the Private Placement shares) immediately following the completion of our Initial Public Offering. Our sponsor and members of our management team also may from time to time purchase Class A ordinary shares prior to the completion of our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. As a result, in addition to our shareholders’ ~~until~~Founder ~~after~~Shares and Private Placement shares, we would need 3,091,251, or 35.8% of the ~~consummation~~8,625,000 Public Shares sold in connection with our Initial Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted). 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 shares, we will not need any public shares in addition to our Founder Shares and the Private Placement shares held by our sponsor to be voted in favor of an initial business combination in order to approve an initial business combination. Accordingly, if we seek shareholder approval of our initial business combination, including the Proposed Freenome Business Combination, the agreement by our sponsor and our management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

In You ~~accordance~~will ~~with Nasdaq corporate governance requirements, we are~~ not ~~required~~have toany ~~hold~~rights anor ~~annual~~interests ~~meeting~~in ~~until~~funds ~~one~~from ~~year after~~ the ~~first~~Trust ~~full~~Account, ~~fiscal year~~except ~~that~~under ~~the~~certain ~~company~~limited ~~is in existence~~circumstances. ~~As an exempted company~~Therefore, ~~there is no requirement under the Companies Act for us~~ to ~~hold~~liquidate ~~annual~~your ~~or shareholder meetings to elect directors. Until we hold an annual meeting of shareholders~~investment, ~~public~~you ~~shareholders~~ may ~~not~~ be ~~afforded~~forced ~~the opportunity~~ to ~~elect~~sell ~~directors~~your ~~and~~public to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In addition, as holders of our Class A ordinary shares, ~~our~~potentially ~~public~~at ~~shareholders~~a ~~do not have the right to vote on the appointment or removal of directors until after the consummation of our initial business combination~~loss.

We Our ~~may~~public ~~seek~~shareholders ~~acquisition~~are ~~opportunities~~entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in ~~industries~~connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with the implementation by the directors of, following a shareholder vote, an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or ~~sectors~~timing ~~which~~of ~~may~~our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed or ~~may~~repurchased 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 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of our Initial Public Offering, including the Proposed Freenome Business Combination, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be ~~outside~~entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination, including the Proposed Freenome Business Combination, within 24 months from the closing of our ~~management’s~~Initial ~~area~~Public Offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of ~~expertise~~ any kind to or in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

~~We will consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we~~ ~~determine~~ Nasdaq ~~that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, we~~ may ~~not~~delist ~~adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in~~ our ~~Class~~securities Afrom ~~ordinary~~trading ~~shares~~on will not ultimately prove to be less favorable to investors in our Initial Public Offering than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its ~~evaluation or operation~~exchange, ~~and~~which ~~the information~~could ~~contained~~limit ~~in this Annual Report regarding the areas of our management~~investors’s ~~expertise~~ability ~~would not be relevant~~ to anmake ~~understanding~~transactions of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer a reduction in ~~the value of their securities. Such holders 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~~and ~~that~~subject ~~the~~us ~~proxy solicitation or tender offer materials, as applicable, relating~~ to ~~the~~additional ~~business~~trading ~~combination contained an actionable material misstatement or material omission~~restrictions.

35 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 average global market capitalization and a minimum number of holders of our securities.

~~Table of Contents~~ 32

~~Our amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold. Our proposed initial~~ ~~business~~ If ~~combination~~Nasdaq ~~may~~delists ~~impose~~our asecurities ~~minimum~~from ~~cash~~trading ~~requirement~~on ~~for (i) cash consideration to be paid to the target or~~ its ~~owners,~~exchange ~~(ii)~~and ~~cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result,~~ we ~~may~~are benot able to ~~complete~~list our ~~initial~~securities ~~business~~on ~~combination~~another ~~even~~national ~~though~~securities ~~a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or~~exchange, if we ~~seek~~expect ~~shareholder approval of~~ our ~~initial~~securities ~~business~~could ~~combination~~be ~~and~~quoted doon ~~not~~an ~~conduct redemptions in connection with our initial business combination pursuant to~~ over-the-counter ~~tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates~~market. InIf ~~the~~this ~~event~~were ~~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 usoccur, we ~~will~~could ~~not~~face ~~complete~~significant ~~the~~material ~~business~~adverse ~~combination or redeem any shares~~consequences, ~~all Class A ordinary shares submitted for redemption will be returned~~including: ~~to the holders thereof, and we instead may search for an alternate business combination.~~

~~In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions~~ of their charters and other governing instruments. We may 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, blank check companies have, in the recent past, amended various provisions of their charters and~~ ~~governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, and extended the time to consummate~~ a ~~business~~limited ~~combination.~~availability ~~Amending our amended and restated memorandum and articles~~ of ~~association~~market ~~will~~quotations require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the company. In addition, our amended and restated memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares for ~~cash if we implement, following the approval of the shareholders, an amendment to~~ our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed or repurchased 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 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities ~~offered hereby, 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.

~~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 share 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, this diligence may not surface all material issues with a particular~~ ~~target~~ reduced business. In addition, factors outside of the target business and outside of our control may 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 post-combination debt financing. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders 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.~~

36 ●

a ~~Table~~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 ~~Contents~~trading activity in the secondary trading market for our securities;

~~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 $10.00 per public 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~~ a providers (excluding our independent registered public accounting firm), 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,~~amount ~~fraudulent inducement, breach~~ of ~~fiduciary~~news ~~responsibility~~and oranalyst ~~other~~coverage; 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. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

~~Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant~~ whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a ● waiver. 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 have not consummated an initial business combination within 24 months from the closing of our Initial Public Offering, 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 $10.00 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to a letter agreement, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentially or other similar agreement or business combination agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn for permitted withdrawals and, if we decide to liquidate, $100,000 of dissolution expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriter of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Our sponsor may not be able to satisfy those obligations. 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 $10.00 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~~ a ~~directors~~decreased ~~may~~ability ~~decide not~~ to ~~enforce~~issue ~~the~~additional ~~indemnification~~securities ~~obligations~~or ofobtain ~~our~~additional ~~sponsor,~~financing ~~resulting~~ in ~~a reduction in~~ the ~~amount of funds in the Trust Account available for distribution to our public shareholders~~future.

In The ~~the~~National ~~event~~Securities ~~that~~Markets ~~the~~Improvement ~~proceeds~~Act inof ~~the~~1996, ~~Trust~~which ~~Account~~is ~~are~~a ~~reduced~~federal ~~below~~statute, prevents or preempts the ~~lesser~~states offrom ~~(i)~~regulating ~~$10.00~~the ~~per~~sale ~~public~~of ~~share~~certain ~~and~~securities, ~~(ii)~~which ~~the~~are ~~actual~~referred ~~amount~~to ~~per~~as ~~share held~~“covered insecurities.” ~~the~~Because ~~Trust~~we ~~Account~~expect asthat ofour ~~the~~Class ~~date~~A ofordinary ~~the~~shares ~~liquidation~~will ofbe ~~the~~listed ~~Trust~~on ~~Account~~Nasdaq, ifour ~~less~~Class ~~than~~A ~~$10.00~~ordinary ~~per~~shares ~~public~~will ~~share~~qualify ~~due~~as tocovered ~~reductions~~securities inunder the ~~value~~statute. ofAlthough the ~~trust~~states ~~assets,~~are inpreempted ~~each~~from ~~case~~regulating ~~net~~the sale of covered securities, the ~~interest~~federal ~~that~~statute ~~may~~does beallow ~~withdrawn~~the ~~for~~states ~~permitted~~to ~~withdrawals and,~~investigate companies if wethere ~~decide~~is toa ~~liquidate,~~suspicion ~~$100,000~~ of ~~dissolution expenses~~fraud, and, ~~our~~if ~~sponsor~~there ~~asserts~~is ~~that~~a itfinding isof ~~unable~~fraudulent toactivity, ~~satisfy~~then ~~its~~the ~~obligations~~states orcan ~~that~~regulate itor ~~has~~bar nothe ~~indemnification~~sale ~~obligations~~of ~~related~~covered tosecurities in a particular ~~claim,~~case. ~~our~~While ~~independent~~we ~~directors~~are ~~would determine~~not ~~whether~~aware toof ~~take~~a ~~legal~~state ~~action~~having ~~against~~used ~~our~~these ~~sponsor~~powers to ~~enforce~~prohibit ~~its~~or ~~indemnification~~restrict ~~obligations.~~the ~~While~~sale weof ~~currently~~securities ~~expect~~issued ~~that~~by ~~our~~blank ~~independent~~check ~~directors~~companies, ~~would~~other ~~take~~than ~~legal~~the ~~action~~State onof ~~our~~Idaho, ~~behalf~~certain ~~against~~state ~~our~~securities ~~sponsor~~regulators toview ~~enforce~~blank ~~its~~check ~~indemnification obligations~~companies tounfavorably ~~us,~~and itmight isuse ~~possible~~these ~~that~~powers, ~~our~~or ~~independent~~threaten ~~directors~~to inuse ~~exercising~~these ~~their~~powers, ~~business judgment and subject~~ to ~~their~~hinder ~~fiduciary~~the ~~duties~~sale ~~may~~of ~~choose~~securities ~~not~~of toblank docheck socompanies in ~~any~~their ~~particular instance~~states. IfFurther, ~~our~~if ~~independent~~we ~~directors~~were ~~choose~~no ~~not~~longer tolisted ~~enforce~~on ~~these indemnification obligations~~Nasdaq, ~~the~~our ~~amount~~shares ofwould ~~funds~~not inqualify as covered securities under the ~~Trust~~statute ~~Account~~and ~~available~~we ~~for~~would ~~distribution~~be subject to ~~our~~regulation ~~public~~in ~~shareholders~~each ~~may~~state bein ~~reduced~~which ~~below~~we ~~$10.00~~offer ~~per~~our ~~public share~~shares.

37 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 ~~Table~~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 ~~Contents~~cash to satisfy other conditions, such as the payment of expenses incurred in connection with the business combination. In particular, it is a condition to closing under the Business Combination Agreement that the aggregate cash proceeds available for release from the Trust Account (after deducting any amounts paid to our shareholders that exercise their redemption rights in connection with the Proposed Freenome Business Combination), together with the proceeds from the PIPE Financing, less certain of our unpaid expenses, must equal at least $250,000,000. 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.

~~If,~~ The ~~after~~ability weof ~~distribute the proceeds in the Trust Account to~~ our public shareholders, weto ~~file~~exercise aredemption ~~bankruptcy~~rights ~~petition~~with orrespect anto ~~involuntary bankruptcy petition is filed against us that is not dismissed,~~ a ~~bankruptcy~~large ~~court~~number ~~may seek to recover such proceeds, and the members~~ of our ~~board~~shares ~~of directors~~ may benot ~~viewed~~allow asus ~~having breached their fiduciary duties~~ to ~~our~~complete ~~creditors, thereby exposing~~ the ~~members~~ ofmost ~~our~~desirable ~~board~~business ofcombination ~~directors~~or ~~and~~optimize usour tocapital ~~claims of punitive damages~~structure.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders.33

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 a large number of shares are submitted for redemption, ~~before~~we ~~distributing~~may need to restructure the ~~proceeds~~transaction to reserve a greater portion of the cash in the Trust Account toor ~~our~~arrange ~~public~~for ~~shareholders,~~additional wethird-party ~~file~~financing. aRaising ~~bankruptcy~~additional ~~petition~~third-party financing may involve dilutive equity issuances or ~~an involuntary~~the ~~bankruptcy~~incurrence ~~petition~~of isindebtedness ~~filed~~at ~~against~~higher usthan desirable levels. Furthermore, this dilution would increase to the extent that isthe 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. The effect of this dilution will be greater for shareholders who do not ~~dismissed~~redeem. In addition, the ~~claims~~amount of ~~creditors~~the deferred underwriting compensation payable to the underwriter will not be adjusted for any shares that are redeemed in ~~such~~connection ~~proceeding~~with an initial business combination. We may ~~have~~not ~~priority~~be ~~over~~able to generate sufficient value from the ~~claims~~completion of our ~~shareholders~~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. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commission payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount ~~that~~we ~~would~~will ~~otherwise~~distribute to shareholders who properly exercise their redemption rights will not be ~~received~~reduced by ~~our~~the ~~shareholders~~ deferred underwriting commission and after such redemptions, the amount held in ~~connection~~trust ~~with~~will continue to reflect our ~~liquidation~~obligation ~~may~~to bepay ~~reduced~~the entire deferred underwriting commissions.

~~If,~~ The ~~before~~ability ~~distributing~~of ~~the proceeds in the Trust Account to~~ our public shareholders, weto ~~file~~exercise aredemption ~~bankruptcy~~rights ~~petition~~with orrespect ~~an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject~~ to ~~applicable~~a ~~bankruptcy~~large ~~law,~~number ~~and~~of ~~may be included in~~ our ~~bankruptcy~~shares ~~estate~~could ~~and~~increase ~~subject to~~ the ~~claims~~probability ofthat ~~third parties with priority over the claims of~~ our ~~shareholders.~~initial Tobusiness ~~the~~combination ~~extent~~would ~~any~~be ~~bankruptcy~~unsuccessful ~~claims~~and ~~deplete the Trust Account, the per-share amount~~ that you would ~~otherwise~~have beto ~~received~~wait byfor ~~our~~liquidation ~~shareholders~~ in ~~connection~~order ~~with~~to ~~our~~redeem ~~liquidation~~your ~~may be reduced~~shares.

~~Holders~~ If ofour ~~Class~~initial Abusiness ~~ordinary~~combination ~~shares~~agreement ~~are~~requires ~~not~~us ~~entitled~~ to ~~vote~~use ona ~~any~~portion ~~appointment~~ of ~~directors~~the wecash ~~hold~~in ~~prior~~the Trust Account to pay the ~~completion~~purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination ~~and~~would ~~will~~be ~~also~~unsuccessful is increased. If our initial business combination is unsuccessful, you would not bereceive ~~able~~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 ~~vote~~sell onyour shares in the open market; however, at such time our ~~continuation~~shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a ~~jurisdiction~~material ~~outside~~loss on your investment or lose the ~~Cayman~~benefit ~~Islands~~of ~~prior~~funds expected in connection with your exercise of redemption rights until we liquidate or you are able to ~~our~~sell ~~initial~~your ~~business~~shares ~~combination~~in the open market.

~~Prior~~ The torequirement ~~the~~that ~~completion~~we ofconsummate ~~our~~an initial business combination, ~~only~~within ~~holders~~24 ofmonths ~~our~~after ~~Class~~the Bclosing ~~ordinary~~of ~~shares~~our ~~have~~Initial ~~the~~Public ~~right~~Offering tomay ~~vote~~give onpotential ~~the~~target ~~appointment~~businesses ~~of directors.~~leverage ~~Holders~~over ofus ~~our~~in ~~public~~negotiating ~~shares~~a ~~are~~business ~~not~~combination ~~entitled~~and tomay ~~vote~~limit on the ~~election~~time ofwe ~~directors~~have ~~during~~in ~~such~~which ~~time.~~to ~~Accordingly,~~conduct ~~you~~due ~~may~~diligence ~~not~~on ~~have~~potential ~~any~~business ~~say~~combination targets, in ~~the~~particular ~~management~~as ofwe approach our ~~company~~dissolution ~~prior~~deadline, towhich ~~the~~could ~~consummation~~undermine ofour anability to complete our initial business combination on terms that would produce value for our shareholders.

~~Further,~~ Any ~~prior~~potential totarget business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of our ~~initial~~Initial Public Offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, ~~only~~knowing ~~holders~~that ofif we do not complete our ~~Class~~initial Bbusiness ~~ordinary~~combination ~~shares~~within ~~are~~the ~~entitled~~required totime ~~vote~~period onwith ~~transferring the~~that ~~Company~~particular bytarget ~~way~~business, ofwe ~~continuation~~may inbe aunable ~~jurisdiction~~to ~~outside~~complete ~~the~~our ~~Cayman~~initial ~~Islands~~business ~~(including~~combination with any ~~special~~target ~~resolution~~business. ~~required~~This torisk ~~amend~~will ~~the~~increase ~~constitutional~~as ~~documents~~we ofget closer to the ~~Company~~timeframe ordescribed above. In addition, we may have limited time to ~~adopt~~conduct ~~new~~due ~~constitutional~~diligence ~~documents~~and ofmay ~~the~~enter ~~company,~~into inour ~~each~~initial ~~case,~~business ~~as a~~combination ~~result~~on ofterms ~~the~~that ~~company~~we ~~approving~~would have rejected upon a ~~transfer~~more bycomprehensive ~~way~~investigation. The length of ~~continuation~~time init amay ~~jurisdiction~~take ~~outside~~us ~~the~~to ~~Cayman~~complete ~~Islands)~~our diligence and, asnegotiate a ~~result,~~business ~~our~~combination ~~shareholders~~may ~~will~~reduce bethe ~~able~~amount of time available for us to ~~approve~~ultimately ~~any~~complete an initial business combination should such ~~proposal~~diligence ~~without~~or ~~the~~negotiations ~~vote~~not oflead ~~any~~to ~~other~~a ~~shareholder~~consummated initial business combination.

~~The~~ We ~~provisions~~may ofengage our ~~amended~~underwriter ~~and~~or ~~restated~~any ~~memorandum~~of ~~and~~its ~~articles~~affiliates ofto ~~association~~provide ~~governing~~additional ~~the~~services ~~appointment~~to ofus, ~~directors~~which ~~prior~~may toinclude ~~our~~acting as M&A advisors in connection with an initial business combination ~~and~~or ~~our~~as ~~continuation~~placement agents in connection with a ~~jurisdiction~~related ~~outside~~financing ~~the~~transaction. ~~Cayman~~These ~~Islands~~financial ~~prior~~incentives tomay cause our ~~initial~~underwriter ~~business~~to ~~combination~~have ~~may~~potential ~~only~~conflicts beof ~~amended~~interest byin arendering ~~special~~any ~~resolution~~such ~~passed~~additional byservices ~~holders~~to ~~representing~~us, atincluding, ~~least~~for ~~two-thirds~~example, ofin ~~our~~connection ~~outstanding~~with ~~Class~~the Bsourcing ~~ordinary shares~~and consummation of an initial business combination.

~~Because~~ We wemay ~~are~~engage ~~neither~~our ~~limited~~underwriter or its affiliates to ~~evaluating~~provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a ~~target~~placement ~~business~~agent in a ~~particular~~private ~~industry~~offering ~~sector,~~or ~~nor~~arranging ~~have~~debt wefinancing ~~selected~~transactions. ~~any~~We ~~specific target~~may ~~businesses~~pay ~~with~~the ~~which~~underwriter or its affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. Such underwriter or its affiliates’ financial interests tied to ~~pursue~~the ~~our~~consummation ~~initial~~of a business combination, ~~you~~transaction ~~will~~may begive ~~unable~~rise to ~~ascertain~~potential ~~the~~conflicts ~~merits~~of orinterest ~~risks~~in ofproviding any ~~particular~~such ~~target~~additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business’s ~~operations~~combination.

We may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached 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 of special purpose acquisition companies 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 will endeavor to evaluate the risks inherent in a particular target business, we may not 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. An investment in our Class A ordinary shares may not ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders 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.34

If ~~Table~~the Proposed Freenome Business Combination is not consummated, we may not be able to consummate an initial business combination within 24 months after the closing of ~~Contents~~our Initial Public Offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

~~Although~~ If wethe ~~have~~Proposed ~~identified~~Freenome ~~general~~Business ~~criteria~~Combination ~~that~~is not consummated and is otherwise terminated, we ~~believe~~may ~~are~~not ~~important~~be inable ~~evaluating~~to ~~prospective~~find ~~target~~a ~~businesses,~~suitable wetarget ~~may enter~~business ~~into~~and ~~our~~consummate an initial business combination ~~with~~within a24 ~~target~~months ~~that~~after ~~does~~the ~~not~~closing ~~meet~~of ~~such~~our ~~criteria,~~Initial ~~and~~Public asOffering. aAn ~~result,~~increasing number of SPACs have liquidated beginning in the ~~target~~second half of the 2022 due to an inability to complete an initial business ~~with~~combination ~~which~~within wetheir ~~enter~~allotted ~~into~~time periods. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets, international tariffs, public health crises, geopolitical tensions or conflicts, and the other risks described herein, including, but not ~~have~~limited ~~attributes~~to, ~~entirely~~the ~~consistent~~war ~~with~~between ~~our~~Russia ~~general criteria~~and Ukraine, the war in Iran and the broader conflict and escalating tensions in the Middle East.

~~Although~~ If we have ~~identified~~not ~~general~~consummated ~~criteria~~an ~~for~~initial ~~evaluating~~business ~~prospective~~combination ~~target~~within ~~businesses~~such applicable time period, itwe iswill: ~~possible~~(i) ~~that~~cease aall ~~target~~operations ~~business~~except ~~with~~for ~~which~~the wepurpose ~~enter into~~of ~~our~~winding ~~initial~~up; ~~business~~(ii) ~~combination~~as ~~will~~promptly ~~not~~as ~~have~~reasonably ~~all~~possible ofbut ~~these~~not ~~positive~~more ~~attributes.~~than Iften webusiness ~~complete~~days ~~our~~thereafter ~~initial~~(and ~~business~~subject ~~combination~~to ~~with~~lawfully aavailable ~~target~~funds ~~that~~therefor), ~~does~~redeem ~~not~~the ~~meet~~public ~~some~~shares, orat ~~all~~a ofper-share ~~these~~price, ~~criteria~~payable in cash, ~~such~~equal ~~combination~~to ~~may~~the ~~not~~aggregate beamount asthen ~~successful~~on asdeposit ~~a combination~~in ~~with~~the aTrust ~~business~~Account, ~~that~~including ~~does~~interest ~~meet~~earned ~~all~~on ofthe ~~our~~funds ~~general~~held ~~criteria.~~in Inthe ~~addition,~~Trust ifAccount weand ~~announce~~not apreviously ~~prospective~~released ~~business~~for ~~combination~~permitted ~~with~~withdrawals, aif ~~target~~any ~~that~~(less ~~does~~up ~~not~~to ~~meet~~$100,000 ~~our~~of ~~general~~interest ~~criteria~~to pay dissolution expenses), adivided ~~greater~~by the number of ~~shareholders~~the ~~may~~then-outstanding ~~exercise~~public ~~their redemption rights~~shares, which ~~may~~redemption ~~make~~will itcompletely ~~difficult~~extinguish ~~for~~public usshareholders’ rights as shareholders (including the right to ~~meet~~receive further liquidation distributions, if any); ~~closing~~and ~~condition~~(iii) ~~with~~as apromptly ~~target~~as ~~business~~reasonably ~~that~~possible ~~requires~~following ussuch redemption, subject to ~~have~~the aapproval ~~minimum~~of ~~net~~our ~~worth~~remaining orshareholders aand ~~certain~~our ~~amount~~board of ~~cash.~~directors, Inliquidate ~~addition~~and dissolve, ifsubject ~~shareholder~~in ~~approval~~the case of ~~the~~clauses ~~transaction~~(ii) isand ~~required by~~(iii), ~~applicable~~to ~~law~~our orobligations ~~stock~~under ~~exchange~~Cayman ~~rule,~~Islands orlaw weto ~~decide~~provide tofor ~~obtain~~claims ~~shareholder~~of ~~approval~~creditors ~~for~~and ~~business~~the orrequirements of other ~~reasons,~~applicable itlaw. ~~may~~Our beamended ~~more~~and ~~difficult~~restated memorandum and articles of association provide that, if we wind up for usany toother ~~attain~~reason ~~shareholder~~prior ~~approval~~to the consummation of our initial business combination, ifwe will follow the ~~target~~foregoing ~~business~~procedures ~~does~~with ~~not meet~~respect ~~our~~to ~~general~~the ~~criteria.~~liquidation Ifof wethe doTrust Account as promptly as reasonably possible but not ~~complete~~more ~~our~~than ~~initial~~ten business ~~combination~~days ~~within~~thereafter, ~~the~~subject ~~required~~to ~~time~~applicable ~~period~~Cayman Islands law. In either such case, our public shareholders may receive only ~~approximately~~ $10.00 per public share, or less inthan ~~certain~~$10.00 ~~circumstances~~per public share, on the ~~liquidation~~redemption of ~~our~~ their shares. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

We ~~are~~may decide not ~~required~~ to ~~obtain~~extend anthe ~~opinion~~term ~~from~~we anhave ~~independent~~to ~~accounting~~consummate orour ~~investment~~initial ~~banking~~business ~~firm~~combination, ~~and~~in ~~consequently,~~which ~~you~~case ~~may have no assurance from an independent source that the price~~ we ~~are~~would ~~paying~~redeem ~~for the business is fair to~~ our ~~shareholders~~public ~~from a financial point of view~~shares.

~~Unless~~ We wehave ~~complete~~until the date that is 24 months from the closing of our Initial Public Offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. ~~with~~If anwe ~~affiliated~~anticipate ~~entity,~~that we ~~are~~may ~~not~~be ~~required~~unable to ~~obtain~~consummate anour ~~opinion~~initial ~~from~~business ancombination ~~independent~~within ~~accounting firm~~such or24-month ~~independent~~period, ~~investment~~we ~~banking~~may ~~firm~~seek ~~that~~shareholder ~~the~~approval ~~price~~to weamend ~~are~~our ~~paying~~amended isand ~~fair~~restated memorandum and articles of association to ~~our~~extend ~~shareholders~~the ~~from~~date aby ~~financial~~which ~~point~~we ofmust ~~view~~consummate our initial business combination. If nowe ~~opinion~~seek isshareholder ~~obtained~~approval for an extension and the related amendments are implemented by the directors, ~~our~~holders ~~shareholders~~of Class A ordinary shares will be ~~relying~~offered onan ~~the~~opportunity ~~judgment~~to ofredeem ~~our~~their ~~board~~shares ofat ~~directors~~a per share price, ~~who~~payable ~~will determine~~in ~~fair~~cash, ~~market~~equal ~~value~~to ~~based~~the aggregate amount then on ~~standards~~deposit ~~generally~~in ~~accepted~~the Trust Account, including interest earned thereon (less permitted withdrawals), divided by the ~~financial~~number ~~community~~of then issued and outstanding public shares, subject to applicable law. ~~Such~~However, ~~standards~~we ~~used~~may ~~will~~decide benot ~~disclosed~~to inseek to extend the date by which we must consummate our ~~proxy~~initial ~~solicitation~~business orcombination. ~~tender~~If ~~offer~~we ~~materials,~~do asnot ~~applicable~~seek to extend the date by which we must consummate our initial business combination, ~~related~~and we are unable to consummate our initial business combination within the applicable time period, we will, 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.

~~Our shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.~~35

~~Subject~~Table to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein, the Founder Shares, which are designated as Class B ordinary shares, will be convertible at the option of the holder on a one-for-one basis or will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination at a ratio such that 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 sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares and including any Class A ordinary share issued pursuant to the underwriter’s over-allotment option and including any Class A ordinary shares that may have been issued on a one-for-one basis upon conversion of the Class B ordinary shares at the option of the holder thereof prior to the initial business combination pursuant to the amended and restated memorandum and articles of association) upon consummation of our Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent shares issued to our sponsor, members of our management team or any of their affiliates upon conversion of Working Capital Loans made to the Company. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.Contents

39 Delays in the government budget process or a government shutdown may materially adversely affect our ability to complete our initial business combination, including the Proposed Freenome Business Combination, or the operations of the post-closing company following the business combination

Each ~~Table~~year, the U.S. Congress must pass all spending bills in the federal budget. If any such spending bill is not timely passed, a government shutdown will close many federally run operations, which includes those of ~~Contents~~the SEC, and halt work for federal employees unless they are considered essential. If a government shutdown occurs, and the SEC remains closed for a prolonged period of time, we may not be able to complete our initial business combination, including the Proposed Freenome Business Combination, particularly if the SEC is unable to timely review our filings, or those of a target business or other entity that relate to our initial business combination, or to declare such filings effective to the extent required or as may be applicable. Additionally, following consummation of our initial business combination, including the Proposed Freenome Business Combination, the post-closing company’s operations or its ability to raise additional capital to support its operations could be materially adversely affected by any prolonged government shutdown.

~~The~~ If ~~post-business~~we ~~combination~~seek ~~company~~shareholder ~~may~~approval ~~issue~~of ~~additional Class A ordinary shares or preference shares to complete~~ our initial business combination, orour ~~under~~Initial anShareholders, ~~employee~~advisors ~~incentive~~and ~~plan~~their ~~after~~affiliates ~~completion of our initial business combination. We~~ may ~~also~~elect ~~issue~~to ~~Class~~purchase ~~A ordinary~~ shares ~~upon~~from ~~the~~public ~~conversion~~shareholders, ofwhich ~~the~~may ~~Founder~~influence ~~Shares at~~ a ~~ratio~~vote ~~greater~~on ~~than~~a ~~one-to-one~~proposed ~~at the time of our initial~~ business combination asand areduce ~~result of~~ the ~~anti-dilution~~public ~~provisions~~“float” ~~contained in our amended and restated memorandum and articles~~ of ~~association. Any such issuances would dilute the interest of~~ our ~~shareholders~~Class ~~and~~A ~~likely~~ordinary ~~present other risks~~shares.

~~Our~~ If ~~amended~~we ~~and~~seek ~~restated~~shareholder ~~memorandum~~approval ~~and articles~~ of ~~association~~our ~~authorize~~business ~~the~~combination ~~issuance~~and ofwe updo tonot ~~479,000,000~~conduct ~~Class~~redemptions Ain ~~ordinary~~connection ~~shares,~~with ~~par~~our ~~value~~business ~~$0.0001 per~~combination ~~share,~~pursuant ~~20,000,000~~to ~~Class~~the Btender ~~ordinary~~offer ~~shares~~rules, ~~par~~our ~~value~~Initial ~~$0.0001 per share~~Shareholders, advisors and ~~1,000,000~~their ~~preference~~affiliates ~~shares,~~may ~~par~~purchase ~~value~~public ~~$0.0001~~shares ~~per~~or ~~share.~~equity-linked Assecurities ofin ~~December~~privately ~~31,~~negotiated ~~2024,~~transactions ~~there~~or ~~were~~in ~~470,088,750~~the ~~and~~open ~~17,843,750~~market ~~authorized~~either ~~but~~prior ~~unissued~~to ~~Class~~or Afollowing ~~ordinary~~the ~~shares and~~completion ~~Class~~of Bour ~~ordinary~~initial ~~shares,~~business ~~respectively~~combination, ~~available~~although ~~for~~they ~~issuance~~are ~~which~~under ~~amount~~no ~~does~~obligation ~~not~~to ~~take~~do ~~into~~so. ~~account shares issuable upon conversion of the Class B ordinary shares~~Additionally, ifat any. ~~The~~time ~~Class~~at Bor ~~ordinary~~prior ~~shares~~to ~~are automatically convertible into Class A ordinary shares at~~ the ~~time~~completion of our initial business combination, orsubject ~~earlier~~to atapplicable ~~the~~securities ~~option~~laws of(including ~~the~~with ~~holder~~respect onto amaterial ~~one-for-one~~nonpublic ~~basis~~information), ~~subject~~our toInitial ~~adjustment~~Shareholders, ~~pursuant~~advisors toor ~~certain~~their ~~anti-dilution~~affiliates ~~rights,~~may asenter ~~described~~into ~~herein~~transactions ~~and~~with ininvestors ~~our amended~~ and ~~restated memorandum~~others ~~and~~to ~~articles~~provide ofthem ~~association.~~with ~~There~~incentives ~~are~~to noacquire ~~preference~~public shares ~~issued~~or ~~and~~not ~~outstanding~~redeem their public shares.

~~The~~ Such ~~post-business~~a ~~combination~~purchase ~~company~~ may ~~issue~~include a ~~substantial~~contractual ~~number~~acknowledgment ofthat ~~additional~~such ~~Class~~shareholder, Aalthough ~~ordinary~~still ~~shares~~the orrecord ~~preference~~holder ~~shares~~of toour ~~complete~~shares ~~its initial~~is ~~business~~no ~~combination~~longer orthe ~~under~~beneficial anowner ~~employee~~thereof ~~incentive~~and ~~plan~~therefore ~~after~~agrees ~~completion~~not ofto anexercise ~~initial~~its ~~business~~redemption ~~combination~~rights. ~~The~~In ~~post-business~~the ~~combination~~event ~~company~~that ~~may~~our ~~also~~Initial ~~issue~~Shareholders, ~~Class~~advisors Aand ~~ordinary~~their ~~shares~~affiliates ~~upon~~purchase ~~conversion~~shares ofin ~~the~~privately ~~Class~~negotiated Btransactions ~~ordinary~~from ~~shares~~public atshareholders ~~a ratio~~who ~~greater~~have ~~than~~already ~~one-~~elected to~~-one~~ atexercise ~~the~~their ~~time~~redemption ofrights ~~our~~or ~~initial~~submitted ~~business~~a ~~combination~~proxy asto avote ~~result~~against ofour ~~the~~initial ~~anti-dilution~~business ~~provisions~~combination, assuch ~~set~~selling ~~forth~~shareholders ~~herein.~~would ~~However,~~be ~~our~~required ~~amended~~to ~~and~~revoke ~~restated~~their ~~memorandum~~prior ~~and~~elections ~~articles~~to ofredeem ~~association~~their ~~provide,~~shares ~~among~~and ~~other~~any ~~things,~~proxy ~~that prior~~ to ~~the~~vote ~~completion~~against of our initial business combination,. weWe ~~may~~do not ~~issue~~currently ~~additional~~anticipate ~~shares~~ that ~~would~~such ~~entitle~~purchases, ~~the~~if ~~holders~~any, ~~thereof~~would toconstitute ~~(i)~~a ~~receive~~tender ~~funds~~offer ~~from~~subject to the ~~Trust~~tender ~~Account~~offer orrules ~~(ii)~~under ~~vote~~the asExchange aAct ~~class~~or ~~with our public shares (~~a) ongoing-private ~~our~~transaction ~~initial business~~subject ~~combination~~to orthe ongoing-private ~~any~~rules ~~other~~under ~~proposal~~the ~~presented~~Exchange toAct; ~~shareholders~~however, ~~prior~~if tothe orpurchasers indetermine ~~connection~~at ~~with~~ the ~~completion~~time of anany ~~initial~~such ~~business~~purchases ~~combination~~that orthe ~~(b)~~purchases toare ~~approve~~subject ~~an amendment~~ to ~~our~~such ~~amended~~rules, ~~and~~the ~~restated~~purchasers ~~memorandum~~will ~~and~~be ~~articles~~required ~~of association~~ to ~~(x)~~comply ~~extend~~with ~~the~~such ~~time~~rules. weIt ~~have~~is tointended ~~consummate~~that, aif ~~business~~Rule ~~combination~~10b-18 ~~beyond~~would 24apply ~~months~~to ~~from~~purchases ~~the~~by ~~closing of~~ our Initial ~~Public~~Shareholders, ~~Offering~~advisors orand ~~(y)~~their ~~amend~~affiliates, ~~the~~then ~~foregoing~~such ~~provisions.~~purchases ~~These~~will ~~provisions~~comply ofwith ~~our~~Rule ~~amended~~10b-18 ~~and~~under ~~restated~~the ~~memorandum~~Exchange ~~and articles of association~~Act, ~~like~~to ~~all~~the ~~provisions~~extent ofit ~~our~~applies, ~~amended~~which ~~and~~provides ~~restated~~a ~~memorandum~~safe ~~and~~harbor ~~articles~~for ofpurchases ~~association,~~made ~~may~~under becertain ~~amended~~conditions, including with arespect ~~shareholder~~to ~~vote.~~timing, ~~The~~pricing ~~issuance~~and volume of ~~additional ordinary or preference shares:~~purchases.

• There ~~may~~is ~~significantly~~no ~~dilute~~limit on the ~~equity~~number ~~interest~~ of ~~investors~~shares in our Initial ~~Public~~Shareholders, ~~Offering~~advisors or their affiliates may purchase in such transactions, ~~which~~subject ~~dilution~~to ~~would~~compliance ~~increase~~with ifapplicable ~~the~~law ~~anti-dilution~~and ~~provisions~~Nasdaq rules. However, they have no current commitments, plans or intentions to engage in ~~the~~such ~~Class~~transactions Band ~~ordinary~~have ~~shares~~not ~~resulted~~formulated any terms or conditions for any such transactions. None of the funds held in the ~~issuance~~Trust ofAccount ~~Class~~will Abe ~~ordinary~~used to purchase public shares onin asuch ~~greater~~transactions. ~~than~~Such ~~one-~~persons will be subject to~~-one~~ ~~basis~~restrictions ~~upon~~in ~~conversion~~making any such purchases when they are in possession of any material non-public information not disclosed to the ~~Class~~seller Bor ~~ordinary~~if ~~shares;~~such purchases are prohibited by Regulation M under the Exchange Act.

• The ~~may~~purpose ~~subordinate~~of any such purchases of shares could be to (i) increase the ~~rights~~likelihood of ~~holders~~obtaining shareholder approval of ~~Class~~the Abusiness ~~ordinary~~combination ~~shares~~or if(ii) ~~preference~~to ~~shares~~satisfy ~~are~~a ~~issued~~closing condition in an agreement with ~~rights~~a ~~senior~~target tothat ~~those~~requires ~~afforded~~us to ~~Class~~have Aa ~~ordinary~~minimum ~~shares;~~net worth or a certain amount of cash at the closing of the business combination, where it appears that such requirement would otherwise not be met. Any such transactions may result in the completion of our business combination that may not otherwise have been possible.

• could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, the post-business combination company’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of the post-business combination company’s officers and directors;36

• In addition, if such purchases are made, the public “float” of our securities may ~~adversely~~be ~~affect~~reduced ~~prevailing~~and ~~market~~the ~~prices~~number ~~for~~of beneficial holders of our ~~Class~~securities Amay ~~ordinary~~be ~~shares~~reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

~~For~~ Our ~~more~~Initial ~~information~~Shareholders, onadvisors ~~additional~~and/or ~~financing~~their affiliates anticipate that wethey may ~~raise~~identify inthe ~~connection~~shareholders with whom our ~~business~~Initial ~~combination~~Shareholders, ~~and~~advisors ~~risks~~or ~~related~~their ~~thereto,~~affiliates ~~also~~may ~~see~~pursue ~~“—The~~privately ~~post-business~~negotiated ~~combination~~purchases ~~company~~by ~~may~~either ~~issue~~the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (holding Class A ordinary shares) tofollowing ~~investors~~our mailing of proxy materials in connection with our initial business combination. atTo athe ~~price~~extent ~~which~~that isour ~~less~~Initial ~~than~~Shareholders, ~~$10.00~~advisors or ~~the~~their ~~prevailing~~affiliates ~~market~~enter ~~price~~into ofa ~~our~~private ~~shares~~purchase, atthey ~~that~~would ~~time, which~~identify ~~could~~and ~~dilute~~contact ~~the~~only ~~interests~~potential ofselling ~~our~~shareholders ~~existing~~who ~~shareholders~~have ~~and~~expressed ~~add~~their ~~costs”~~election ~~and~~to ~~“—We~~redeem ~~may~~their ~~issue~~shares ~~notes~~for a pro rata share of the Trust Account or ~~other~~vote ~~debt~~against our initial business combination, whether or ~~otherwise~~not ~~incur~~such ~~substantial~~shareholder ~~debt,~~has toalready ~~complete~~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 Initial Shareholders, advisors or their affiliates will select which ~~may adversely~~shareholders ~~affect~~to ~~our~~purchase ~~leverage~~shares from based on the negotiated price and ~~financial~~number ~~condition~~of shares and ~~thus~~any ~~negatively~~other ~~impact~~factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the ~~value~~Exchange ofAct ~~our~~and ~~shareholders’~~the ~~investment~~other infederal ussecurities laws.”

40 Any purchases by our Initial Shareholders, advisors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Initial Shareholders, advisors and/or their affiliates will be subject to restrictions in making purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Additionally, ~~Table~~in the event our Initial Shareholders, advisors or their affiliates were to purchase public shares from public shareholders, such purchases would be structured in compliance with the requirements of ~~Contents~~Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

~~The post-business combination company may issue shares to investors in connection with our initial business combination at a price which is less than~~ ~~$10.00 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, the post-business combination company may issue shares to investors in private placement~~ ~~transactions~~ Our ~~(so-called~~registration ~~PIPE~~statement/proxy ~~transactions)~~statement infiled ~~order~~for toour ~~complete an initial~~ business combination ~~and~~transaction ~~provide~~would ~~sufficient~~disclose ~~liquidity and capital to~~ the ~~post-business~~possibility combination entity. The price of the shares so issued in connection with an initial business combination may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Any such issuances of equity securities at a price that ~~is less than $10.00 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 the post-business combination company issues 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. The post-business combination company may also provide price protection or other incentivesShareholders, oradvisors ~~issue convertible securities such as preferred equity or convertible debt,~~ and ~~the~~their ~~exercise~~affiliates ~~or conversion price of those securities~~ may bepurchase ~~fixed~~public orshares ~~adjustable,~~from ~~and~~public ~~may~~shareholders beoutside ~~less, and potentially significantly less, than $10.00 per share or~~ the ~~market~~redemption ~~price for our shares at such time. Such issuances could also result in additional transaction costs related to our initial business combination compared to a traditional Initial Public Offering~~process, ~~including~~along ~~the placement fees associated~~ with the ~~engagement~~purpose of asuch ~~placement agent in connection~~purchases; ~~with PIPE transactions.~~

~~Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent~~ attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain ● ~~circumstances, on the liquidation of our Trust Account.~~

~~We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure~~ ~~documents~~ if ~~and~~our ~~other~~Initial ~~instruments will require substantial management time and attention and substantial costs for accountants~~Shareholders, ~~attorneys~~advisors and ~~others.~~their Ifaffiliates wewere ~~decide not~~ to ~~complete~~purchase apublic ~~specific~~shares ~~initial~~from ~~business~~public ~~combination~~shareholders, ~~the~~they ~~costs incurred up to that point for the proposed transaction likely~~ would ~~not~~do beso ~~recoverable.~~at ~~Furthermore, if we reach an agreement relating to~~ a ~~specific~~price ~~target~~no ~~business,~~higher wethan ~~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~~price ~~costs~~offered ~~incurred~~through ~~which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete~~ our ~~initial~~redemption ~~business~~process; ~~combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account.~~

~~Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination,~~ ~~require substantial financial and management resources, and increase the time and costs of completing an acquisition.~~ ●

~~Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on~~ our ~~system~~registration ofstatement/proxy ~~internal~~statement ~~controls~~filed ~~beginning~~for ~~with~~ our ~~Annual~~business ~~Report~~combination ontransaction ~~Form 10-K~~would ~~for~~include ~~the year ending December 31, 2025. Only in the event we are deemed to be~~ a ~~large~~representation 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. The fact that weany ~~are a blank check company makes compliance with the requirements~~ of ~~the~~our ~~Sarbanes-Oxley~~securities ~~Act~~purchased ~~particularly~~by ~~burdensome~~our onInitial usShareholders, asadvisors ~~compared~~and ~~to other~~their ~~public~~affiliates ~~companies~~would ~~because a target business with which we seek to complete our initial business combination may~~ not be voted in ~~compliance~~favor ~~with the provisions~~ of ~~the~~approving ~~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. transaction;

~~We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial~~ business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us. ●

~~When evaluating the desirability of effecting~~ our ~~initial~~Initial ~~business combination with a prospective target business~~Shareholders, ~~our~~advisors 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~~their ~~management~~affiliates ~~may~~would ~~lack the skills, qualifications or abilities we suspected. Should the target business’s management~~ not possess ~~the~~any ~~skills,~~redemption ~~qualifications~~rights orwith ~~abilities~~respect ~~necessary~~ to ~~manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following~~ our ~~initial business combination could suffer a reduction in the value of their~~ securities. ~~Such holders 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~~do ~~able~~acquire toand ~~successfully~~possess ~~bring~~redemption ~~a private claim under securities laws that the proxy solicitation or tender offer materials~~rights, asthey ~~applicable,~~would ~~relating~~waive tosuch ~~the~~rights; ~~business combination contained an actionable material misstatement or material omission.~~and

41 ●

we ~~Table~~would ofdisclose ~~Contents~~in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

~~We may issue notes or other debt, 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 may choose to pursue a business combination in connection with which~~ the ~~post-business~~amount ~~combination~~of ~~company~~our ~~incurs~~securities ~~substantial~~purchased ~~debt.~~outside ~~As such, no issuance~~ of ~~debt will affect~~ the ~~per share amount available for~~ redemption ~~from~~offer ~~the~~by ~~Trust~~our ~~Account.~~Initial ~~However~~Shareholders, ifadvisors ~~the~~and ~~post-business~~their ~~combination~~affiliates, ~~company~~along ~~issues~~with ~~debt securities or otherwise incurs significant debt to banks or other lenders or~~ the ~~owners of~~purchase ~~a target, it could result in:~~price;

~~• default and foreclosure on the assets of the post-business combination company if its operating revenues are insufficient to repay its debt obligations;~~ ●

• the ~~acceleration~~purpose of the ~~post-business~~purchases ~~combination~~by ~~company’s~~our ~~obligations~~Initial ~~to repay such indebtedness~~Shareholders, ~~even~~advisors ~~if it makes all principal~~ and ~~interest~~their ~~payments when due, if it breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant~~affiliates;

~~• the post-business combination company’s immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;~~ ●

• the ~~post-business~~impact, ~~combination~~if ~~company’s~~any, ~~inability~~of tothe ~~obtain~~purchases ~~necessary~~by ~~additional~~our ~~financing~~Initial ifShareholders, ~~the~~advisors ~~debt~~and ~~security~~their ~~contains~~affiliates ~~covenants~~on ~~restricting~~the ~~its~~likelihood ~~ability~~that tothe ~~obtain~~business ~~such~~combination ~~financing~~transaction ~~while~~will ~~the~~be ~~debt security is outstanding~~approved;

• using a substantial portion of the post-business combination company’s cash flow to pay principal and interest on its debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;37

~~• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and~~ ●

• the ~~limitations~~identities onof ~~the~~our ~~post-business~~security ~~combination~~holders ~~company’s~~who ~~ability~~sold to ~~borrow~~our ~~additional~~Initial ~~amounts~~Shareholders, ~~for~~advisors ~~expenses,~~and ~~capital~~their ~~expenditures,~~affiliates ~~acquisitions,~~(if ~~debt~~not ~~service~~purchased ~~requirements,~~on ~~execution~~the open market) or the nature of ~~its~~our ~~strategy~~security ~~and~~holders ~~other~~(e.g., ~~purposes~~5% ~~and~~security ~~other~~holders) ~~disadvantages~~who ~~compared~~sold to ~~its~~our ~~competitors~~Initial ~~who~~Shareholders, ~~have~~advisors ~~less~~and ~~debt.~~their affiliates; and

~~We may only be able to complete one business combination with the proceeds of our Initial Public Offering and the sale of the~~ Private Placement Shares, 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. ●

~~As of December 31, 2024, we had approximately $85,204,397 available to consummate an initial business combination in our Trust Account after reducing~~ Trust Account for $3,450,000 of deferred underwriting fees. We 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~~number 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~~securities ~~business~~for ~~combination~~which ~~with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further,~~ we ~~would~~have ~~not~~received beredemption ~~able~~requests topursuant ~~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~~redemption ~~may be:~~offer.

• If ~~solely~~a ~~dependent~~shareholder ~~upon~~fails ~~the~~to ~~performance~~receive notice of aour ~~single~~offer to redeem our Public Shares in connection with our initial business combination, ~~property~~ or ~~asset;~~fails orto comply with the procedures for tendering its shares, such shares may not be redeemed.

• We ~~dependent~~will ~~upon~~comply with the ~~development~~proxy rules or ~~market~~tender ~~acceptance~~offer ofrules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a ~~single~~shareholder fails to receive our proxy solicitation or ~~limited~~tender ~~number~~offer materials, as applicable, such shareholder may not become aware of ~~products~~the opportunity to redeem its shares. In addition, ~~processes~~the proxy solicitation or ~~services~~tender offer materials, 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 redeem or tender Public Shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

42 As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be 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 ~~Table~~recent years, the number of ~~Contents~~special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination. In addition, because there are more special purpose acquisition companies 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 target 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.

~~This~~ Changes ~~lack~~in ofthe ~~diversification~~market ~~may~~for ~~subject~~directors ~~us to numerous economic, competitive~~ and ~~regulatory~~officers ~~risks,~~liability ~~any~~insurance orcould ~~all~~make ofit ~~which~~more ~~may~~difficult ~~have~~and amore ~~substantial~~expensive ~~adverse impact~~for ~~upon~~us ~~the~~to ~~particular~~negotiate ~~industry~~and incomplete ~~which~~an ~~we may operate subsequent to our~~ initial business combination.

We Recently, ~~may~~the ~~attempt~~market tofor ~~simultaneously~~directors ~~complete~~and ~~business~~officers ~~combinations~~liability ~~with~~insurance ~~multiple~~for ~~prospective~~special ~~targets,~~purpose ~~which~~acquisition ~~may~~companies ~~hinder~~has ~~our~~changed ~~ability~~in ways adverse to ~~complete~~ us and our ~~initial~~management ~~business~~team. ~~combination~~Fewer ~~and~~insurance ~~give~~companies ~~rise~~are tooffering ~~increased~~quotes ~~costs~~for directors and ~~risks~~officers ~~that~~liability ~~could~~coverage, ~~negatively~~the ~~impact~~premiums ~~our~~charged ~~operations~~for such policies have generally increased and ~~profitability~~the terms of such policies have generally become less favorable. These trends may continue into the future.

~~If 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~~ The ~~purchase~~increased ofcost ~~its~~and ~~business~~decreased isavailability ~~contingent on the simultaneous closings~~ of ~~the~~directors ~~other~~and ~~business~~officers ~~combinations,~~liability ~~which~~insurance ~~may~~could make it more difficult ~~for us,~~ and ~~delay~~more ~~our~~expensive ~~ability,~~for us to ~~complete~~negotiate ~~our~~an initial business combination. ~~With~~In ~~multiple~~order ~~business combinations,~~to weobtain ~~could~~directors ~~also~~and ~~face~~officers ~~additional~~liability ~~risks,~~insurance ~~including~~or ~~additional~~modify ~~burdens~~its ~~and~~coverage ~~costs~~as ~~with~~a ~~respect~~result toof ~~possible~~becoming ~~multiple~~a ~~negotiations~~public ~~and~~company, ~~due~~the ~~diligence~~post-business ~~(if~~combination ~~there~~entity ~~are~~might ~~multiple~~need ~~sellers)~~to ~~and~~incur ~~the~~greater ~~additional~~expense, ~~risks~~accept ~~associated~~less ~~with~~favorable ~~the~~terms ~~subsequent assimilation~~or ofboth. ~~the~~However, ~~operations~~any ~~and~~failure ~~services~~to orobtain ~~products~~adequate ofdirectors ~~the~~and ~~acquired~~officers ~~companies~~liability ~~into~~insurance acould ~~single~~have ~~operating~~an ~~business.~~adverse Ifimpact weon dothe ~~not~~post-business ~~adequately~~combination’s ~~address~~ability ~~these~~to ~~risks,~~attract itand ~~could~~retain ~~negatively~~qualified ~~impact~~officers ~~our profitability~~ and ~~results of operations~~directors.

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.38

~~Because~~ In addition, even after we ~~must~~were ~~furnish~~to complete an initial business combination, our ~~shareholders~~directors ~~with~~and ~~target~~officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business ~~financial~~combination. ~~statements~~As a result, wein order to protect our directors and officers, the post-business combination entity may ~~lose~~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 ~~complete~~consummate an ~~otherwise~~ ~~advantageous~~ initial business combination ~~with~~on ~~some~~terms ~~prospective~~favorable ~~target~~to ~~businesses~~our investors.

~~The~~ If ~~federal~~we ~~proxy~~seek ~~rules~~shareholder ~~require~~approval ~~that~~of ~~a proxy statement with respect to a vote on~~ our ~~proposed~~initial business combination ~~include historical~~ and~~/or~~ ~~pro~~we ~~forma financial~~do ~~statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or~~ not ~~they~~conduct ~~are~~redemptions ~~required~~pursuant ~~under~~to the tender offer rules~~. These financial statements may be required to be prepared in accordance with~~, orand beif ~~reconciled~~you ~~to, GAAP~~ or ~~IFRS,~~a ~~depending~~“group” onof ~~the~~shareholders ~~circumstances~~are ~~and~~deemed ~~the historical financial statements may be required~~ to behold ~~audited~~ in ~~accordance~~excess ~~with the standards~~ of ~~the~~15% ~~PCAOB. These financial statement requirements may limit the pool~~ of ~~potential~~our ~~target~~public ~~businesses~~shares wesold ~~may~~in ~~acquire~~our ~~because~~Initial ~~some~~Public ~~targets~~Offering, ~~may~~you bewill ~~unable~~lose tothe ~~provide~~ability ~~such statements in time for us~~ to ~~disclose~~redeem all such ~~statements~~shares in ~~accordance~~excess ~~with~~of ~~federal~~15% ~~proxy rules and complete our initial business combination within 24 months from the closing~~ of our ~~Initial~~public ~~Public Offering~~shares.

If we ~~are~~seek ~~deemed~~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 seeking redemption rights with respect to more than an ~~investment~~aggregate ~~company~~of ~~under~~15% of the ~~Investment~~public ~~Company~~shares ~~Act~~sold in our Initial Public Offering, which we ~~may~~refer to as the “Excess Shares,” without our prior consent. However, we would not be ~~required~~restricting our shareholders’ ability to ~~institute~~vote ~~burdensome compliance~~all ~~requirements~~of ~~and~~their shares (including Excess Shares) for or against our ~~activities~~initial ~~may~~business becombination. ~~restricted,~~Your ~~which~~inability ~~may~~to ~~make~~redeem itthe ~~difficult~~Excess ~~for~~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 such 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~~do ~~deemed~~not tocomplete beour aninitial ~~investment~~business ~~company~~combination ~~under~~within the ~~Investment~~required ~~Company~~time ~~Act~~period, our ~~activities~~public shareholders may bereceive ~~restricted~~only approximately $10.00 per public share, ~~including:~~or less in certain circumstances, on the liquidation of our Trust Account.

• We ~~restrictions~~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. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our Initial Public Offering and the sale of the Private Placement shares, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination (including the Proposed Freenome Business Combination) within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the ~~nature~~liquidation of our ~~investments;~~Trust Account. 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 $10.00 per public share” and other risk factors herein.

~~• restrictions on the issuance of securities,~~39

• If ~~registration~~the asnet anproceeds ~~investment~~of ~~company~~our ~~with~~Initial Public Offering and the ~~SEC;~~sale of the Private Placement shares not being held in the Trust Account and funds from our permitted withdrawals are insufficient to allow us to operate for the 24 months following the closing of our Initial Public Offering, 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.

• As ~~adoption~~ of December 31, 2025, we had $865,031 cash held outside the Trust Account to fund our working capital requirements and a ~~specific~~working ~~form~~capital deficit of ~~corporate~~$1,346,674. ~~structure~~We believe that the funds available to us outside of the Trust Account, together with funds available from loans from our sponsor, members of our management team or any of their affiliates (including loans convertible into our Class A ordinary shares on the same terms as the private placement shares) will be sufficient to allow us to operate until we are required to liquidate pursuant to our amended and restated memorandum and articles of association; however, our estimate may not be accurate, and our sponsor, members of our management team or any of their affiliates are under no obligation to advance funds to us in such circumstances. Further, our independent registered public accounting firm’s report included in this Report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” We expect to 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 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 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.

• If ~~reporting~~we are required to seek additional capital, ~~record~~we ~~keeping~~would need to borrow funds from our sponsor, ~~voting~~members of our management team or any of their affiliates or other third parties to operate or may be forced to liquidate. None our sponsor, ~~proxy~~members ~~and~~of ~~disclosure~~our ~~requirements~~management ~~and~~team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances may be repaid only from funds held outside the Trust Account or from funds released to us for permitted withdrawals or upon completion of our initial business combination. Up to $3,000,000 of such loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. The shares would be identical to the Private Placement Shares. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other ~~rules~~than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will be willing to loan such funds and ~~regulations~~provide ~~that~~a waiver against any and all rights to seek access to funds in our Trust Account. If we ~~are~~do ~~currently~~not complete our initial business combination within the required time period because we do not ~~subject~~have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our redemption of our public shares. See “— If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

43 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 ~~Table~~may ofseek ~~Contents~~business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we 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.

In To ~~order~~the ~~not~~extent towe becomplete ~~regulated~~our asinitial anbusiness ~~investment~~combination ~~company~~with ~~under~~a ~~the~~large ~~Investment~~complex ~~Company~~business ~~Act,~~or ~~unless~~entity wewith ~~can~~a ~~qualify~~complex ~~for~~operating ~~an exclusion~~structure, we ~~must~~may ~~ensure~~also ~~that~~be ~~we are~~affected ~~engaged~~by ~~primarily~~numerous risks inherent in athe operations of the business ~~other~~with ~~than~~which ~~investing~~we combine, ~~reinvesting~~which could delay or ~~trading~~prevent ofus ~~securities~~from ~~and~~implementing ~~that~~our strategy. Although our ~~activities~~management doteam ~~not~~will ~~include~~endeavor ~~investing,~~to ~~reinvesting,~~evaluate ~~owning,~~the ~~holding~~risks orinherent ~~trading~~in ~~“investment~~a ~~securities”~~particular ~~constituting~~target ~~more~~business ~~than~~and ~~40%~~its ofoperations, ~~our~~including ~~assets (exclusive~~Freenome, ofwe ~~U.S.~~may ~~government~~not ~~securities~~be ~~and~~able ~~cash~~to ~~items)~~properly onascertain anor ~~unconsolidated~~assess ~~basis.~~all ~~Our~~of ~~business~~the ~~will~~significant berisk tofactors ~~identify~~until ~~and~~we complete aour business combination. ~~and~~If ~~thereafter~~we are not able to ~~operate~~achieve ~~the~~our ~~post-transaction~~desired ~~business~~operational improvements, or ~~assets~~the ~~for~~improvements ~~the~~take ~~long~~longer ~~term.~~to Weimplement dothan ~~not intend~~anticipated, towe ~~spend~~may anot ~~considerable~~achieve ~~amount~~the ofgains ~~time~~that ~~actively~~we ~~managing~~anticipate. ~~the~~Furthermore, ~~assets~~some inof ~~the~~these ~~Trust~~risks ~~Account~~and ~~for~~complexities ~~the~~may ~~primary~~be ~~purpose~~outside of ~~achieving~~our ~~investment~~control ~~returns.~~and Weleave dous ~~not~~with ~~plan~~no ability to ~~buy~~control ~~businesses~~ or ~~assets~~reduce ~~with~~the achances ~~view~~that tothose ~~resale~~risks orand ~~profit~~complexities ~~from~~will ~~their~~adversely ~~resale.~~impact ~~We do~~a ~~not~~target ~~plan~~business. toSuch ~~buy~~combination ~~unrelated~~may ~~businesses~~not orbe ~~assets~~as orsuccessful toas bea combination with a ~~passive~~smaller, ~~investor~~less complex organization.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be held as cash, including in demand deposit accounts at a bank, or invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our Initial Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with the implementation by the directors of, following a shareholder vote, an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 24 months from the closing of our Initial Public Offering, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.40

~~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”~~ Our ~~depends~~shareholders onmay 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~~held toliable ~~compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses~~ for ~~which~~claims weby ~~have~~third ~~not~~parties ~~allotted~~against ~~funds.~~us ~~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.~~extent ~~As a result, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation~~ of ~~our~~distributions ~~Trust~~received ~~Account,~~by ~~would~~them ~~lose~~upon ~~the~~redemption ~~investment opportunity in a target company with which we may decide to consummate an initial business combination and would be unable to realize the potential benefits~~ of antheir ~~initial business combination, including the possible appreciation of the combined company’s securities~~shares.

If ~~our~~we ~~circumstances~~are ~~change~~forced ~~over~~to ~~time~~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 ~~will~~were ~~update~~unable to pay our ~~disclosure~~debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to ~~reflect~~recover ~~how~~some ~~such~~or ~~changes~~all ~~impact~~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 ~~risk~~Trust ~~that~~Account weprior to addressing the claims of creditors. Claims may be ~~considered~~brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be ~~operating~~ 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 ~~unregistered~~offence ~~investment~~and ~~company~~may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

44 We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.

In ~~Table~~accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after the first full fiscal year that the company is in existence. As an exempted company, there is no requirement under the Companies Act for us to hold annual or shareholder meetings to elect directors. Until we hold an annual meeting of ~~Contents~~shareholders, public shareholders may not be afforded the opportunity to elect directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders do not have the right to vote on the appointment or removal of directors until after the consummation of our initial business combination.

To We ~~mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we~~ may, atseek ~~any~~acquisition ~~time,~~opportunities ~~instruct the trustee to liquidate the securities held~~ in ~~the~~industries ~~Trust~~or ~~Account~~sectors ~~and~~which ~~instead~~may ~~to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination~~ or ~~our~~may ~~liquidation.~~not Asbe aoutside ~~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~~management’s ~~shareholders~~area ~~would receive upon any redemption or liquidation~~ of ~~the~~ ~~Company~~expertise.

We ~~intend~~will toconsider ~~initially~~a ~~hold~~business ~~the~~combination ~~funds~~outside inof ~~the~~our ~~Trust~~management’s ~~Account~~area asof ~~cash,~~expertise ~~including~~if ~~in demand deposit accounts at~~ a ~~bank,~~business orcombination intarget ~~U.S.~~is ~~government~~presented ~~treasury obligations~~to ~~with~~us aand ~~maturity~~we ofdetermine ~~185~~that ~~days~~such orcandidate ~~less~~offers oran inattractive ~~money~~acquisition ~~market~~opportunity ~~funds~~for ~~investing~~our ~~solely in U~~company.S. ~~government~~Although ~~treasury~~our ~~obligations~~management ~~and~~will ~~meeting~~endeavor ~~certain~~to ~~conditions~~evaluate ~~under~~the ~~Rule~~risks ~~2a-7~~inherent ~~under~~in ~~the~~any ~~Investment~~particular ~~Company~~business ~~Act.~~combination ~~U.S.~~target, ~~government~~we ~~treasury~~may ~~obligations are~~not ~~considered~~adequately ~~“securities”~~ascertain ~~for~~or ~~purposes~~assess all of the ~~Investment~~significant ~~Company~~risk ~~Act,~~factors. ~~while~~We ~~cash~~also iscannot ~~not.~~assure Asyou ~~noted~~that ~~above,~~an ~~one~~investment ofin ~~the~~our ~~factors~~Class ~~the~~A ~~SEC~~ordinary ~~identified~~shares aswill ~~relevant~~not ultimately prove to ~~the~~be ~~determination~~less offavorable ~~whether~~to ainvestors ~~SPAC~~in ~~which~~our ~~holds~~Initial ~~securities~~Public ~~could~~Offering ~~potentially~~than bea ~~deemed~~direct ~~an “~~investment, ~~company”~~if ~~under~~an ~~the~~opportunity ~~Investment~~were ~~Company~~available, ~~Act~~in isa ~~the~~business ~~SPAC’s~~combination ~~duration~~target. ToIn ~~mitigate~~ the ~~risk~~event ofwe uselect ~~being deemed~~ to bepursue an ~~unregistered~~acquisition ~~investment~~outside ~~company~~of ~~(including under~~ the ~~subjective~~areas ~~test~~ of ~~Section~~our ~~3(a)(1)(A)~~management’s ofexpertise, ~~the~~our ~~Investment~~management’s ~~Company~~expertise ~~Act) and~~may ~~thus~~not ~~subject~~be todirectly ~~regulation~~applicable ~~under~~to ~~the~~its ~~Investment~~evaluation ~~Company~~or ~~Act~~operation, weand ~~may,~~the atinformation ~~any~~contained ~~time,~~in ~~instruct~~this ~~Continental~~Annual ~~Stock~~Report ~~Transfer~~regarding &the ~~Trust~~areas ~~Company,~~of ~~the~~our ~~trustee~~management’s ~~with~~expertise ~~respect~~would tonot ~~the~~be ~~Trust~~relevant ~~Account,~~ to ~~liquidate~~an understanding of the ~~U.S.~~business ~~government~~that ~~treasury~~we ~~obligations~~elect ~~or money~~to ~~market~~acquire. ~~funds~~As ~~held~~a inresult, ~~the~~our ~~Trust~~management ~~Account~~may ~~and~~not ~~thereafter~~be able to ~~hold~~adequately ~~all~~ascertain ~~funds~~or inassess all of the ~~Trust~~significant ~~Account~~risk infactors. ~~cash~~Accordingly, ~~until~~any ~~the~~holders ~~earlier~~who ofchoose ~~consummation~~to ofretain their securities following our initial business combination orcould ~~liquidation~~suffer ofa ~~the~~reduction ~~company.~~in ~~Following such liquidation,~~ the ~~rate~~value of ~~interest~~ wetheir ~~receive~~securities. onSuch ~~the~~holders ~~funds~~are ~~held~~unlikely into ~~the~~have ~~Trust~~a ~~Account~~remedy ~~may~~for besuch ~~materially~~reduction ~~decreased.~~in ~~However,~~value ~~interest~~unless ~~previously~~they ~~earned~~are onable ~~the~~to ~~funds~~successfully ~~held~~claim inthat the ~~Trust~~reduction ~~Account~~was ~~still~~due ~~may~~to bethe ~~released~~breach toby usour ~~for~~officers ~~permitted~~or ~~withdrawals~~directors ~~and~~of ~~certain~~a ~~other~~duty ~~expenses~~of ~~as permitted.~~care Asor aother ~~result,~~fiduciary ~~any~~duty ~~decision~~owed to ~~liquidate~~them, ~~the~~or ~~securities~~if ~~held~~they inare ~~the~~able ~~Trust~~to ~~Account~~successfully ~~and~~bring ~~thereafter~~a toprivate ~~hold~~claim ~~all~~under ~~funds~~securities inlaws that the ~~Trust~~proxy ~~Account~~solicitation inor ~~cash~~tender ~~would~~offer ~~reduce~~materials, ~~the~~as ~~dollar~~applicable, ~~amount~~relating ~~our~~to ~~public~~the ~~shareholders~~business ~~would~~combination ~~receive~~contained ~~upon~~an ~~any~~actionable ~~redemption~~material misstatement or ~~liquidation~~ ofmaterial ~~the company~~omission.

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 a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the company (or 65% of our ordinary shares with respect to amendments to the trust agreement governing the release of funds from our Trust Account), which is a lower amendment threshold than that of some other blank check companies. 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.41

~~Some~~Table ~~other blank check companies have a provision in their charter which prohibits the amendment~~ of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. 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 our Initial Public Offering and the sale of the Private Placement Shares 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, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of our ordinary shares, which are represented in person or by proxy and are voted at a general meeting; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment of directors prior to our initial business combination and our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination may only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares. Our sponsor, and their permitted transferees, if any, who collectively beneficially own, on an as-converted basis, 20% of our Class A ordinary shares (excluding the Private Placement 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 blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.Contents

~~Our~~ We ~~sponsor,~~do ~~executive~~not ~~officers, directors and director nominees~~ have ~~agreed, pursuant to~~ a ~~written~~specified ~~agreement~~maximum ~~with~~redemption ~~us,~~threshold. ~~that~~The ~~they~~absence ~~will not propose any amendment to our amended and restated memorandum and articles~~ of ~~association~~such ~~(A)~~a ~~that~~redemption ~~would~~threshold ~~modify~~may ~~the~~make ~~substance~~it orpossible ~~timing~~for ofus ~~our obligation~~ to provide holders of our Class A ordinary shares the right to have their shares redeemed or repurchased 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 24 months from the closing of our Initial Public Offering or (B)~~ with ~~respect~~which toa ~~any~~substantial ~~other~~majority ~~provision relating to the rights~~ of ~~holders of~~ our ~~Class A ordinary shares; unless we provide our public~~ shareholders ~~with~~do the opportunity to redeem their Class A ordinary shares upon implementation 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 and not ~~previously released to us for permitted withdrawals, divided by the number of the then-outstanding public shares~~agree. Our shareholders are not parties to, or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers, directors or director nominees for any breach of this ~~agreement. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.~~

45 Our amended and restated memorandum and articles of association will 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.

In ~~Table~~order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of ~~Contents~~their charters and other governing instruments. We may 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.

We In ~~may~~order beto ~~unable~~effectuate toa ~~obtain~~business ~~additional~~combination, ~~financing~~blank tocheck ~~complete~~companies ~~our~~have, ~~initial~~in the recent past, amended various provisions of their charters and governing instruments. For example, blank check companies have amended the definition of business combination, orincreased toredemption ~~fund~~thresholds, and extended the ~~operations~~time to consummate a business combination. Amending our amended and ~~growth~~ restated memorandum and articles of association will require at least a ~~target~~special ~~business~~resolution of our shareholders as a matter of Cayman Islands law, ~~which~~meaning ~~could~~the ~~compel~~approval of holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the company. In addition, our amended and restated memorandum and articles of association will require us to ~~restructure~~provide our public shareholders with the opportunity to redeem their public shares for cash if we implement, following the approval of the shareholders, an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or ~~abandon~~timing aof ~~particular~~our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed or repurchased in connection with our initial business combination. Ifor to redeem 100% of our public shares if we do not complete our initial business combination, within 24 months from the closing of our ~~public~~Initial ~~shareholders~~Public ~~may~~Offering ~~receive~~or ~~only~~(B) ~~approximately~~with ~~$10~~respect to any other provision relating to the rights of holders of our Class A ordinary shares.00 ~~per~~To ~~public~~the ~~share~~extent any of such amendments would be deemed to fundamentally change the nature of the securities offered hereby, we would register, or ~~less in~~seek ~~certain~~an ~~circumstances~~exemption from registration for, onthe affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the ~~liquidation~~time ofto consummate an initial business combination in order to effectuate our ~~Trust~~initial ~~Account~~business combination.

~~Although we believe that the net proceeds of our Initial Public Offering and the sale of the Private Placement Shares and the funds from permitted~~ ~~withdrawals~~ Subsequent ~~will be sufficient~~ to ~~allow us to complete~~ our ~~initial~~completion ~~business combination, because we have not yet selected any specific target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds~~ of ~~our~~ ~~Initial Public Offering and the sale of the Private Placement Shares and the funds from permitted withdrawals prove to be insufficient, either because of the size of~~ our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to ~~seek~~take ~~additional~~write-downs ~~financing~~ or ~~to abandon the proposed business combination. Such financing may not be available on acceptable terms~~write-offs, ifrestructuring atand ~~all.~~impairment ~~The~~or ~~current~~other ~~economic~~charges ~~environment may make difficult for companies to obtain acquisition financing. To the extent~~ that ~~additional~~could ~~financing~~have ~~proves~~a tosignificant benegative ~~unavailable~~effect ~~when~~on ~~needed to complete~~ our ~~initial~~financial ~~business combination~~condition, weresults ~~would~~of beoperations ~~compelled to either restructure the transaction or abandon that particular business combination~~ and ~~seek an alternative target business candidate. If we do not complete our initial business combination within~~ the ~~required time period, our public shareholders may receive only approximately $10.00 per public~~ share, orprice ~~less in certain circumstances, on the liquidation~~ of our ~~Trust Account. In addition~~securities, ~~even~~which ifcould wecause doyou ~~not need additional financing~~ to ~~complete~~lose ~~our~~some ~~initial business combination, we may require such financing to fund the operations~~ or ~~growth~~all of ~~the~~your ~~target business~~investment. 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~~ Even ~~shareholders~~if we conduct due diligence on a target business with which we combine, this diligence may not surface all material issues with a particular target business. In addition, factors outside of the target business and outside of our control may later arise. As a ~~substantial~~result ~~interest~~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 usour reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and ~~thus~~previously known risks may ~~exert~~materialize in a ~~substantial~~manner ~~influence~~not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on ~~actions~~our ~~requiring~~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 ~~shareholder~~ ~~vote~~result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, ~~potentially~~any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a ~~manner~~remedy for such reduction in value unless they are able to successfully claim that ~~you~~the doreduction ~~not~~was ~~support~~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.

Our sponsor owns, on an as-converted basis, 20% of our issued and outstanding ordinary shares (excluding the Private Placement Shares). Accordingly, they 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. In addition, prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on transferring the Company by way of continuation 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) and, as a result, our shareholders will be able to approve any such proposal without the vote of any other shareholder. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares. If our shareholders purchase any shares in our Initial Public Offering or if our shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. 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 elected by our sponsor, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of shareholders to elect new directors prior to the completion 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 meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the election of directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.42

It If isthird ~~possible~~parties ~~that~~bring ~~after~~claims ~~our~~against ~~initial business combination~~us, athe ~~majority~~proceeds ofheld ~~our~~in ~~directors and officers will reside outside of~~ the ~~United~~Trust ~~States~~Account ~~and~~could ~~all of our assets will~~ be ~~located~~reduced ~~outside~~and of the ~~United~~per-share ~~States.~~redemption Asamount areceived ~~result,~~by itshareholders may be ~~difficult,~~less orthan in$10.00 ~~some~~per ~~cases~~public ~~impossible,~~share ~~for~~(which ~~investors~~was in the ~~United~~offering ~~States~~price toin ~~enforce~~the ~~their~~Initial ~~legal~~Public 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 lawsOffering).

46 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 (excluding our independent registered public accounting firm), 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. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples ~~Table~~of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of ~~Contents~~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.

In Upon ~~particular~~redemption of our public shares, ~~there~~if iswe ~~uncertainty~~have asnot toconsummated ~~whether~~an initial business combination, including the ~~courts~~Proposed ofFreenome Business Combination, within 24 months from the ~~Cayman~~closing ~~Islands~~of our Initial Public Offering, or ~~any~~upon ~~other~~the ~~applicable~~exercise ~~jurisdictions~~of ~~would~~a ~~recognize~~redemption ~~and~~right ~~enforce judgments~~in connection with our initial business combination, we will be required to provide for payment of Uclaims of creditors that were not waived that may be brought against us within the 10 years following redemption.S Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 ~~courts~~per ~~obtained~~public ~~against~~share initially held in the Trust Account, due to claims of such creditors. Pursuant to a letter agreement, our sponsor has agreed to be liable to us orif and to the extent any claims by a third party vendor (other than our ~~directors~~independent registered public accounting firm) for services rendered or ~~officers~~products ~~predicated~~sold ~~upon~~to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduces the ~~civil~~amount of funds in the Trust Account. This liability ~~provisions~~will not apply with respect to any claims by a third party who executed a waiver of ~~the~~any ~~securities~~right, ~~laws~~title, interest or claim of ~~the~~any ~~United~~kind ~~States~~in or to any ~~state~~monies held in the ~~United~~Trust ~~States~~Account or ~~entertain~~to ~~original~~any ~~actions~~claims ~~brought~~under our indemnity of the underwriter of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, even in the ~~Cayman Islands~~event orthat ~~any~~an ~~other~~executed ~~applicable~~waiver ~~jurisdiction’s~~is ~~courts~~deemed to be unenforceable against usa orthird party, our ~~directors~~sponsor orwill ~~officers~~not ~~predicated~~be ~~upon~~responsible to the ~~securities~~extent ~~laws~~of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked our sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of ~~the~~our ~~United~~officers ~~States~~will orindemnify ~~any~~us ~~state~~for inclaims ~~the~~by ~~United~~third ~~States~~parties including, without limitation, claims by vendors and prospective target businesses.

~~Because~~ Additionally, if we ~~intend~~are forced to ~~seek~~file a ~~business~~bankruptcy ~~combination~~case ~~with~~or aan ~~target~~involuntary ~~business~~bankruptcy incase ~~the~~is ~~healthcare~~filed ~~industry~~against us which is not dismissed, or if we ~~expect~~otherwise ~~our~~enter ~~future operations~~compulsory or court supervised liquidation, 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 ~~risks~~the ~~associated~~claims of third parties with ~~this~~priority ~~industry~~over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we may not be able to return to our public shareholders $10.00 per share (which was the offering price in our Initial Public Offering).

~~Because we intend to seek a business combination with a target business in the healthcare industry, we expect our future operations to be subject to risks associated with this industry.~~43

~~Healthcare~~Table related companies are generally subject to greater governmental regulation than most other industries at the U.S. state and federal levels, and internationally. In recent years, both local and national governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both adversely affect regulatory processes and public funding available for healthcare products, services and facilities. In March 2010, comprehensive healthcare reform legislation was enacted in the United States. These laws are intended to increase health insurance coverage through individual and employer mandates, subsidies offered to lower income individuals, tax credits available to smaller employers and broadening of ~~Medicaid eligibility.~~Contents

~~While~~ Our ~~one~~directors ~~intent~~may ofdecide ~~healthcare~~not ~~reform is~~ to ~~expand~~enforce ~~health~~the ~~insurance~~indemnification ~~coverage~~obligations toof ~~more~~our ~~individuals~~sponsor, itresulting ~~may~~in ~~also involve additional regulatory mandates and other measures designed to constrain medical costs, including coverage and reimbursement for healthcare services. Healthcare reform has had~~ a ~~significant~~reduction ~~impact on the healthcare sector~~ in the ~~United~~amount ~~States and consequently has the ability to affect companies within the healthcare industry. The ultimate effects~~ of ~~federal~~funds ~~healthcare~~in ~~reform or any future legislation or regulation, or healthcare initiatives, if any, on~~ the ~~healthcare~~Trust ~~sector,~~Account ~~whether~~available ~~implemented~~for atdistribution ~~the~~to ~~federal~~our orpublic state level or internationally, cannot be predicted with certainty and such reform, legislation, regulation or initiatives may adversely affect the performance of a potential business combinationshareholders.

~~Changes~~ In inthe ~~governmental~~event ~~policies~~that ~~may~~the ~~have~~proceeds ain ~~material~~the ~~effect~~Trust onAccount ~~the~~are ~~demand~~reduced ~~for~~below orthe ~~costs~~lesser of ~~certain~~(i) ~~products~~$10.00 per public share and ~~services.~~(ii) Athe ~~healthcare~~actual ~~related~~amount ~~company must~~per ~~receive~~share ~~government~~held ~~approval~~in ~~before~~the ~~introducing~~Trust ~~new~~Account ~~drugs~~as ~~and~~of ~~medical~~the ~~devices~~date orof ~~procedures~~the liquidation of the Trust Account if less than $10.00 ~~This~~per ~~process~~public ~~may~~share ~~delay~~due to reductions in the ~~introduction~~value of ~~these~~the ~~products~~trust ~~and~~assets, ~~services~~in toeach case net of the ~~marketplace~~interest that may be withdrawn for permitted withdrawals and, ~~resulting~~if inwe ~~increased~~decide ~~development~~to ~~costs~~liquidate, ~~delayed~~$100,000 ~~cost recovery~~of dissolution expenses, and ~~loss~~our ofsponsor ~~competitive~~asserts ~~advantage~~that it is unable to ~~the~~satisfy ~~extent~~its obligations or that ~~rival~~it ~~companies~~has ~~have~~no ~~developed~~indemnification ~~competing~~obligations ~~products~~related orto ~~procedures~~a particular claim, ~~adversely~~our ~~affecting~~independent ~~the~~directors ~~company’s~~would ~~revenues~~determine ~~and~~whether ~~profitability.~~to ~~Failure~~take legal action against our sponsor to ~~obtain~~enforce ~~governmental~~its ~~approval~~indemnification ofobligations. aWhile ~~key~~we ~~drug~~currently ~~or device~~expect orthat ~~other~~our ~~regulatory~~independent directors would take legal action ~~could~~on ~~have~~our abehalf ~~material~~against ~~adverse~~our ~~effect~~sponsor onto ~~the~~enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business ofjudgment aand ~~target~~subject ~~company.~~to ~~Additionally~~their fiduciary duties may choose not to do so in any particular instance if, ~~expansion~~for example, the cost of ~~facilities~~such legal action is deemed by ~~healthcare~~the ~~related~~independent ~~providers~~directors isto ~~subject~~be too high relative to ~~“determinations~~the ofamount ~~need”~~recoverable byor if the ~~appropriate~~independent ~~government authorities.~~directors ~~This~~determine ~~process~~that a favorable outcome is not ~~only~~likely. ~~increases~~If ~~the~~our ~~time~~independent ~~and~~directors ~~cost~~choose ~~involved~~not into enforce these ~~expansions~~indemnification obligations, ~~but~~the ~~also~~amount ~~makes~~of ~~expansion~~funds ~~plans~~in ~~uncertain,~~the ~~limiting~~Trust ~~the~~Account ~~revenue~~available ~~and~~for ~~profitability~~distribution ~~growth~~to ~~potential~~our ofpublic ~~healthcare~~shareholders ~~related~~may ~~facilities~~be ~~operators~~reduced below $10.00 per public share.

~~Certain healthcare related companies depend on the exclusive rights or patents for the products they develop and distribute. Patents have a limited~~ ~~duration and~~ If, ~~upon~~after ~~expiration,~~we ~~other~~distribute ~~companies may market substantially similar “generic” products that are typically sold at a lower price than~~ the ~~patented~~proceeds ~~product,~~in ~~causing~~ the ~~original~~Trust ~~developer~~Account ~~of the product~~ to ~~lose~~our ~~market~~public ~~share and/or reduce the price charged for the product~~shareholders, ~~resulting~~we infile ~~lower profits for the original developer. As~~ a ~~result,~~bankruptcy ~~the~~or ~~expiration~~winding ofup ~~patents~~petition ~~may~~or ~~adversely~~an ~~affect~~involuntary ~~the~~bankruptcy profitability of these companies. The profitability of healthcare related companies may also be affected, among other factors, by restrictions on government reimbursement for medical expenses, rising or ~~falling~~winding ~~costs~~up ofpetition ~~medical~~is ~~products~~filed ~~and~~against ~~services,~~us ~~pricing~~that ~~pressure,~~is annot ~~increased emphasis on outpatient services~~dismissed, a ~~limited~~bankruptcy ~~product~~court ~~offering, industry~~may ~~innovation,~~seek ~~changes~~to inrecover ~~technologies~~such ~~and other market developments. Finally~~proceeds, ~~because~~we ~~the products~~ and ~~services of healthcare related companies affect~~ the ~~health~~members ~~and well-being~~ of ~~many~~our ~~individuals,~~board ~~these~~of ~~companies~~directors ~~are~~may ~~especially~~be ~~susceptible~~exposed to ~~product~~ ~~liability~~claims ~~lawsuits~~of punitive damages.

~~The~~ If, ~~healthcare~~after ~~industry~~we ~~spends~~distribute ~~heavily~~the onproceeds ~~research~~in ~~and~~the ~~development.~~Trust ~~Research~~Account ~~findings~~to ~~(e.g.~~our public shareholders, ~~regarding~~we ~~side~~file ~~effects~~a bankruptcy or ~~comparative~~winding ~~benefits~~up ofpetition ~~one~~ or ~~more~~ ~~particular~~an ~~treatments,~~involuntary ~~services~~bankruptcy or ~~products)~~winding ~~and~~up ~~technological~~petition ~~innovation~~is ~~(together~~filed ~~with~~against ~~patent~~us ~~expirations)~~that ~~may~~is ~~make~~not dismissed, any ~~particular~~distributions ~~treatment,~~received ~~service~~by orshareholders ~~product~~could ~~less~~be ~~attractive~~viewed ifunder ~~previously~~applicable ~~unknown~~debtor/creditor and/or ~~underappreciated~~bankruptcy/insolvency ~~risks~~laws ~~are~~as ~~revealed,~~either ~~or if~~ a ~~more~~“preferential ~~effective,~~transfer” ~~less costly~~ or ~~less~~a ~~risky~~“fraudulent ~~solution~~conveyance, ispreference or ~~becomes~~disposition” ~~available.~~As ~~Any~~a ~~such~~result, ~~development~~a ~~could~~liquidation ~~have~~or a ~~material~~bankruptcy ~~adverse~~or ~~effect~~other oncourt ~~the~~could ~~companies~~seek ~~that~~to ~~are~~recover ~~target~~all ~~businesses~~amounts ~~for~~received ~~investment~~by our shareholders.

47 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 it and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure that claims will not be brought against us for these reasons.

If, ~~Table~~before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, the claims of ~~Contents~~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 dofile ~~not~~a ~~consummate~~bankruptcy petition or an ~~initial~~involuntary ~~business~~bankruptcy ~~combination~~or ~~within~~winding 24up ~~months~~petition ~~from~~is ~~the~~filed ~~closing~~against ofus ~~our~~that ~~Initial~~is ~~Public~~not ~~Offering~~dismissed, ~~our public~~the ~~shareholders~~proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be ~~forced~~included in our bankruptcy estate and subject to ~~wait~~the ~~beyond~~claims ~~such~~of 24third ~~months~~parties ~~before~~with ~~redemption~~priority ~~from~~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.

~~If we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering, the proceeds then on deposit~~ in Holders ~~the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us for permitted withdrawals (less up to $100,000~~ of ~~interest~~Class toA ~~pay~~ordinary ~~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~~not toentitled ~~wind up, liquidate the Trust Account and distribute such amount therein, pro rata,~~ to ~~our~~vote ~~public~~on ~~shareholders, as part of~~ any ~~liquidation~~appointment ~~process, such winding up, liquidation and distribution must comply with the applicable provisions~~ of ~~the~~directors ~~Companies~~we ~~Act.~~hold In that case, investors may be forced to wait beyond 24 months from the closing of our Initial Public Offering 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~~completion of our ~~redemption or liquidation unless, prior thereto, we consummate our~~ initial business combination ~~or amend certain provisions of our amended~~ and ~~restated memorandum and articles of association, 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~~also ~~shareholders~~not be ~~entitled~~ able to ~~distributions~~vote ifon ~~we do not complete~~ our ~~initial~~continuation ~~business~~in ~~combination~~a ~~and~~jurisdiction dooutside ~~not~~the ~~amend~~Cayman ~~certain~~Islands ~~provisions of our amended and restated memorandum and articles of association. 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.

We Prior ~~may~~to ~~not~~the becompletion ~~able~~of toour ~~complete~~initial a business combination, ~~with~~only ~~certain~~holders ~~potential~~of ~~target~~our ~~companies~~Class ifB aordinary ~~proposed~~shares ~~transaction~~have ~~with~~the right to vote on the ~~target~~ ~~company~~appointment ~~may~~of bedirectors. ~~subject~~Holders of our public shares are not entitled to ~~review~~vote oron ~~approval~~the byelection ~~regulatory~~of ~~authorities~~directors ~~pursuant~~during such time. Accordingly, you may not have any say in the management of our company prior to ~~certain~~the ~~U.S.~~consummation orof ~~foreign~~an ~~laws~~initial orbusiness ~~regulations~~combination.

Our sponsor, Perceptive Capital Solutions Holdings, is a Cayman Islands exempted company and currently owns 2,352,500 Class A ordinary shares. Our sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman, who are U.S. citizens. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the securities held of record by the sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the sponsor. The sponsor is not “controlled” (as defined in 31 CFR 800.208) by a foreign person, such that the sponsor’s involvement in any business combination would be a “covered transaction” (as defined in 31 CFR 800.213). However, it is possible that non-U.S. persons could be involved in our business combination, which may increase the risk that our business combination becomes subject to regulatory review, including review by the Committee on Foreign Investment in the United States (“CFIUS”), and that restrictions, limitations or conditions will be imposed by CFIUS. If our business combination with a U.S. business is subject to CFIUS review, the scope of which was expanded by FIRRMA, to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with a business combination without notifying CFIUS and risk CFIUS intervention, before or after closing a business combination. CFIUS may decide to block or delay our business combination, impose conditions to mitigate national security concerns with respect to such business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities 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 a 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 similar foreign ownership issues. A failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based on the national security considerations presented by an investment target may expose our sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a business combination post-closing.44

~~Moreover,~~Table ~~the process~~ of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our business combination. If we cannot complete a business combination within 24 months from the closing of our Initial Public Offering because the transaction is still under review or because our business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, shareholders of record may only receive their pro rata portion of funds available in the Trust Account. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.Contents

48 Further, prior to the closing of our initial business combination, only holders of our Class B ordinary shares are entitled to vote on transferring the Company by way of continuation 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) and, as a result, our shareholders will be able to approve any such proposal without the vote of any other shareholder.

The ~~Table~~provisions of ~~Contents~~our amended and restated memorandum and articles of association governing the appointment of directors prior to our initial business combination and our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination may only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares.

~~Changes~~ You tomay ~~laws~~be orunable ~~regulations~~to orascertain inthe ~~how~~merits ~~such laws~~ or ~~regulations~~risks ~~are~~of ~~interpreted or applied, or a failure to comply with~~ any ~~laws,~~ ~~regulations,~~particular ~~interpretations~~target ~~or applications may adversely affect our~~ business,’s ~~including our ability to negotiate and complete our initial business combination~~operations.

We ~~are~~may ~~subject~~pursue tobusiness ~~laws~~combination ~~and~~opportunities ~~regulations~~in any sector, ~~and~~except ~~interpretations~~that ~~and~~we ~~applications~~will ofnot, ~~such~~under ~~laws~~our amended and ~~regulations,~~restated memorandum and articles of ~~national~~association, ~~regional,~~be ~~state~~permitted ~~and~~to ~~local governments~~effectuate ~~and~~our ~~applicable~~initial ~~non-U.S.~~business ~~jurisdictions~~combination with another blank check company or similar company with nominal operations. InTo ~~particular~~the extent we complete our initial business combination, we ~~are~~may ~~required~~be toaffected ~~comply~~by ~~with~~numerous ~~certain~~risks ~~SEC~~inherent ~~and~~in ~~potentially~~the ~~other~~business ~~legal~~operations ~~and~~with ~~regulatory~~which ~~requirements~~we combine. For example, ~~and~~if ~~our~~we ~~consummation~~combine ofwith ana ~~initial~~financially unstable business ~~combination~~or an entity lacking an established record of sales or earnings, we may be ~~contingent~~affected ~~upon~~by ~~our ability~~the torisks ~~comply~~inherent ~~with~~in ~~certain~~the ~~laws,~~business ~~regulations~~and operations of a financially unstable or a development stage entity. In recent years, ~~interpretations~~a ~~and~~number ~~applications~~of ~~and~~target ~~any~~businesses of special purpose acquisition companies have underperformed financially post-business combination. ~~company~~There ~~may~~are beno ~~subject~~assurances tothat ~~additional~~the ~~laws,~~target ~~regulations,~~business ~~interpretations~~with ~~and~~which ~~applications~~we consummate our initial business combination will perform as anticipated. ~~Compliance~~Although ~~with,~~our officers and ~~monitoring~~directors ~~of,~~will endeavor to evaluate the ~~foregoing~~ ~~may~~risks beinherent ~~difficult~~in a particular target business, ~~time~~we ~~consuming~~may ~~and~~not ~~costly.~~properly ~~Those~~ascertain ~~laws~~or ~~and~~assess ~~regulations~~all ~~and~~of ~~their~~the ~~interpretation~~significant ~~and~~risk ~~application~~factors ~~may~~or ~~also~~that ~~change~~we ~~from~~will have adequate time to ~~time~~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 ~~changes~~risks ~~could~~will ~~have~~adversely impact a ~~material~~target ~~adverse~~business. ~~effect~~An oninvestment in our Class A ordinary shares may not ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, ~~including~~any ~~our ability~~holders who choose to ~~negotiate~~retain ~~and~~their ~~complete~~securities anfollowing our initial business combination. Acould ~~failure~~suffer toa ~~comply~~reduction ~~with~~in ~~applicable~~the ~~laws~~value orof ~~regulations,~~their assecurities. ~~interpreted~~Such ~~and~~holders ~~applied,~~are ~~could~~unlikely to have a ~~material~~remedy ~~adverse~~for ~~effect~~such onreduction in value unless they are able to successfully claim that the reduction was due to the breach by our ~~business~~officers or directors of a duty of care or other fiduciary duty owed to them, ~~including~~or ~~our~~if ~~ability~~they are able to ~~negotiate~~successfully ~~and complete~~bring ~~our~~a ~~initial~~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.

~~On January 24, 2024, the SEC issued final rules (the “2024 SPAC Rules”), which are expected to become effective on July 1, 2024, that formally adopted~~ ~~some~~ Although ofwe ~~the~~have ~~SEC’s~~identified ~~proposed~~general ~~rules~~criteria ~~for SPACs~~ that ~~were~~we ~~released~~believe onare ~~March~~important ~~30,~~in ~~2022.~~evaluating ~~The~~prospective ~~2024~~target ~~SPAC Rules~~businesses, ~~among~~we ~~other~~may ~~items,~~enter ~~impose~~into ~~additional~~our ~~disclosure~~initial ~~requirements in Initial Public Offerings by SPACs and~~ business combination ~~transactions~~with ~~involving SPACs~~a ~~and~~target ~~private~~that ~~operating~~does ~~companies;~~not ~~amend~~meet ~~the financial statement requirements applicable to business combination transactions involving~~ such ~~companies;~~criteria, ~~update~~ and ~~expand~~as ~~guidance~~a ~~regarding~~result, the ~~general~~target ~~use~~business ~~of projections in SEC filings, as well as when projections are disclosed in connection~~ with ~~proposed~~which ~~business~~we ~~combination~~enter ~~transactions;~~into ~~increase~~our ~~the~~initial ~~potential liability of certain participants in proposed~~ business combination ~~transactions; and could impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. The 2024 SPAC Rules~~ may ~~materially~~not ~~adversely~~have ~~affect~~attributes ~~our~~entirely ~~business,~~consistent ~~including our ability to negotiate and complete, and the costs associated~~ with, our ~~initial~~general ~~business combination, and results of operations~~criteria.

~~Our~~ Although ~~search~~we have identified general criteria for aevaluating ~~business~~prospective ~~combination~~target businesses, ~~and~~it ~~any~~is possible that a target business with which we ~~ultimately~~enter ~~consummate~~into aour 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 criteria, such combination may not be ~~materially~~ ~~adversely~~as ~~affected~~successful as a combination with a business that does meet all of our general criteria. In addition, if we announce a prospective business combination with a target that does not meet our general criteria, 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 applicable law or stock exchange rule, 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 ~~recent~~target ~~and~~business ~~ongoing~~does ~~military~~not ~~action~~meet ~~between~~our ~~Russia~~general ~~and~~criteria. ~~Ukraine~~If we do not complete our initial business combination within the required time period, 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, on the liquidation of our Trust Account.

On February 24, 2022, Russian military forces launched a military action in Ukraine, and sustained conflict and disruption in the region is likely. Although the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, this conflict 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. Russia’s recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military action against Ukraine have led to an unprecedented expansion of sanction programs imposed by the United States, the European Union, the United Kingdom, Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic.45

~~The~~Table ~~situation is rapidly evolving as a result~~ of the conflict in Ukraine, and 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. Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, 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.Contents

~~Macro-economic~~ We ~~turbulence~~are ~~and~~not ~~instability~~required ~~relating~~ to ~~recent~~obtain ~~and~~an ~~ongoing~~opinion ~~global~~from ~~conflicts~~an ~~and~~independent ~~other~~accounting ~~drivers~~or ofinvestment ~~uncertainty~~banking firm, and consequently, you may ~~adversely~~ ~~affect~~have ~~our~~no ~~business,~~assurance ~~investments~~from ~~and~~an ~~results~~independent ofsource ~~operations~~that ~~and~~the ~~our~~price ~~ability~~we are paying for the business is fair to ~~successfully~~our ~~consummate~~shareholders from a ~~business~~financial ~~combination~~point of view.

A Unless ~~deterioration~~we incomplete ~~economic~~our ~~conditions~~initial ~~and related drivers of global uncertainty and change, such as reduced~~ business ~~activity,~~combination ~~high~~with ~~unemployment, rising~~an ~~interest~~affiliated ~~rates~~entity, ~~housing~~we ~~prices,~~are ~~and~~not ~~energy~~required ~~prices~~to ~~(including~~obtain ~~the~~an ~~price~~opinion offrom ~~gasoline),~~an ~~increased~~independent ~~consumer~~accounting ~~indebtedness,~~firm ~~lack~~or ofindependent ~~available~~investment ~~credit,~~banking ~~the~~firm ~~rate~~that ~~of inflation, and consumer perceptions of~~ the ~~economy,~~price aswe ~~well~~are aspaying ~~other~~is ~~factors,~~fair ~~such~~to ~~as terrorist~~our ~~attacks,~~shareholders ~~protests,~~from ~~looting,~~a ~~and~~financial ~~other~~point ~~forms~~ of ~~civil~~view. ~~unrest,~~If ~~cyber~~no ~~attacks~~opinion ~~and~~is ~~data breaches~~obtained, ~~public~~our ~~health~~shareholders ~~emergencies~~will ~~(such~~be asrelying on the ~~COVID-19~~judgment ~~pandemic~~of ~~and~~our ~~other~~board ~~epidemics),~~of ~~extreme weather conditions and climate change~~directors, ~~significant~~who ~~changes in~~will ~~the~~determine ~~political~~fair ~~environment,~~market ~~political~~value ~~instability,~~based ~~armed~~on ~~conflict~~standards ~~(such~~generally asaccepted ~~the~~by ~~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,~~community. ~~the~~Such ~~financial~~standards ~~condition~~used ofwill ~~prospective~~be ~~target~~disclosed ~~companies~~in ~~for~~ our ~~initial~~proxy ~~business~~solicitation ~~combination,~~ or ~~the~~tender ~~financial~~offer ~~condition of the combined company even if we successfully consummate a business combination~~materials, as ~~well~~applicable, asrelated ~~our ability~~ to ~~locate a commercially viable target company for~~ our initial business combination ~~in the first instance~~.

49 Our shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.

Subject ~~Table~~to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein, the Founder Shares, which are designated as Class B ordinary shares, will be convertible at the option of ~~Contents~~the holder on a one-for-one basis or will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination at a ratio such that 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 sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares and including any Class A ordinary share issued pursuant to the underwriter’s over-allotment option and including any Class A ordinary shares that may have been issued on a one-for-one basis upon conversion of the Class B ordinary shares at the option of the holder thereof prior to the initial business combination pursuant to the amended and restated memorandum and articles of association) upon consummation of our Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent shares issued to our sponsor, members of our management team or any of their affiliates upon conversion of Working Capital Loans made to the Company. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

~~Risks~~ We ~~Relating~~may issue additional Class A ordinary shares or preference shares to complete our ~~Securities~~initial business combination or under an employee incentive plan after completion of our initial business combination, including the Proposed Freenome Business Combination. We may also issue Class A ordinary shares upon the conversion of the Founder 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 contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

~~The~~ Our ~~securities~~amended inand ~~which~~restated wememorandum ~~invest~~and ~~the~~articles ~~funds~~of ~~held~~association inauthorize the ~~Trust~~issuance ~~Account~~of ~~could~~up ~~bear~~to a479,000,000 ~~negative~~Class ~~rate~~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. As of ~~interest~~December 31, 2025, there were 470,088,750 and 17,843,750 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which ~~could~~amount ~~reduce the~~does ~~value~~not take into account shares issuable upon conversion of the ~~assets~~Class ~~held~~B inordinary ~~trust~~shares, ~~such~~if ~~that~~any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the ~~per~~time of our initial business combination or earlier at the option of the holder on a one-~~share~~for-one ~~redemption~~basis, ~~amount~~subject ~~received~~to byadjustment ~~public~~pursuant ~~shareholders~~to ~~may~~certain beanti-dilution ~~less~~rights, ~~than~~as ~~$10~~described herein and in our amended and restated memorandum and articles of association.00 ~~per~~There ~~share~~are no preference shares issued and outstanding.

The proceeds held in the Trust Account will be held in cash, including in demand deposit accounts at a bank, or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. 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 permitted withdrawals (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay 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 $10.00 per share.46

~~Our~~ The ~~amended~~post-business ~~and~~combination ~~restated~~company ~~memorandum~~may ~~and~~issue ~~articles~~a substantial number of ~~association~~additional ~~contain~~Class ~~provisions~~A ~~that~~ordinary ~~may~~shares ~~discourage~~or ~~unsolicited~~preference ~~takeover~~shares ~~proposals~~to ~~that shareholders~~complete ~~may~~its ~~consider~~initial tobusiness becombination or under an employee incentive plan after completion of an initial business combination, including in ~~their~~connection ~~best~~with ~~interests.~~the ~~These~~Proposed ~~provisions~~Freenome ~~include~~Business aCombination. ~~staggered~~In ~~board~~the case of ~~directors~~the Proposed Freenome Business Combination, the ~~ability~~number of shares to be issued to Freenome stockholders at Closing will be based on the ~~board~~exchange ratio set out in the Business Combination Agreement. The post-business combination company may also issue Class A ordinary shares upon conversion of ~~directors~~the Class B ordinary shares at a ratio greater than one-to-one ~~designate~~at the ~~terms~~time of ~~and~~our ~~issue~~initial ~~new~~business ~~series~~combination as a result of ~~preference~~the ~~shares~~anti-dilution provisions as set forth herein. However, our amended and ~~the~~restated ~~fact~~memorandum and articles of association provide, among other things, that prior to the completion of our initial business combination, ~~only~~we may not issue additional shares that would entitle the holders ofthereof ~~our~~to ~~Class~~(i) Breceive ~~ordinary~~funds from the Trust Account or (ii) vote as a class with our public shares, ~~which~~(a) ~~have~~on ~~been~~our ~~issued~~initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or (b) to approve an amendment to our ~~sponsor,~~amended ~~are~~and ~~entitled~~restated memorandum and articles of association to ~~vote~~(x) onextend the ~~election~~time we have to consummate a business combination beyond 24 months from the closing of ~~directors,~~our ~~which~~Initial ~~may~~Public ~~make~~Offering ~~more~~or ~~difficult~~(y) amend the ~~removal~~foregoing provisions. These provisions of ~~management~~our amended and ~~may discourage~~restated ~~transactions~~memorandum ~~that~~and ~~otherwise~~articles ~~could~~of ~~involve~~association, ~~payment~~like all provisions of aour ~~premium~~amended ~~over~~and ~~prevailing~~restated ~~market~~memorandum ~~prices~~and ~~for~~articles ~~our~~of ~~securities~~association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

~~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~~ may ~~courts~~significantly ofdilute the ~~Cayman~~equity ~~Islands~~interest ~~shall have exclusive jurisdiction over any claim or dispute arising out~~ of orinvestors in ~~connection with~~ our ~~amended~~Initial ~~and~~Public ~~restated memorandum and articles of association or otherwise related in any way to each member's shareholding in the Company~~Offering, ~~including~~which ~~but~~dilution ~~not~~would ~~limited~~increase toif (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~~anti-dilution ~~Act~~provisions orin ~~our amended and restated memorandum and articles of association, or (iv) any action asserting a claim against us governed by~~ the ~~internal~~Class ~~affairs~~B ~~doctrine~~ordinary ~~(as~~shares ~~such~~resulted concept is recognized under the laws of the United States of America) 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 will not apply to actions or suits brought to enforce any liability or duty created by~~ the ~~Securities~~issuance ~~Act, Exchange Act or any claim for which the federal district courts~~ of ~~the~~Class ~~United~~A ~~States~~ordinary ofshares ~~America~~on ~~are, as~~ a ~~matter~~greater ofthan ~~the~~one-to-one ~~laws~~basis ofupon ~~the~~conversion ~~United States~~ of ~~America,~~ the ~~sole~~Class ~~and~~B ~~exclusive~~ordinary ~~forum for determination of such a claim.~~shares;

~~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.~~

50 may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded to Class A ordinary shares;

~~Table of Contents~~ ●

~~This~~ could ~~choice~~cause ~~of forum provision may increase~~ a ~~shareholder’s~~change ~~cost~~in ~~and~~control ~~limit~~if ~~the shareholder’s ability to bring~~ a ~~claim~~substantial innumber aof ~~judicial~~Class ~~forum~~A ~~that~~ordinary ~~it finds~~shares ~~favorable~~are ~~for disputes with us or our directors~~issued, ~~officers or other employees,~~ which may ~~discourage lawsuits against us and our directors~~affect, ~~officers~~among ~~and~~ other ~~employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities~~things, ~~whether~~the bypost-business ~~transfer,~~combination ~~sale,~~company’s ~~operation~~ability ~~of law or otherwise, shall be deemed~~ to ~~have~~use ~~notice~~its ofnet ~~and~~operating ~~have~~loss ~~irrevocably~~carry ~~agreed~~forwards, ~~and~~if ~~consented to these provisions. There is uncertainty as to whether a court would enforce such provisions~~any, and ~~the~~ ~~enforceability~~could ofresult ~~similar choice of forum provisions~~ in ~~other~~the ~~companies’~~resignation ~~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,~~removal ~~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~~post-business incombination ~~other~~company’s ~~jurisdictions,~~officers ~~which could have adverse effect on our business~~ and ~~financial performance.~~directors;

~~The grant of registration rights to our shareholders 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 and Shareholder Rights Agreement, by and between the sponsor and certain security holders, dated June 13, 2024 (the~~ “Registration Rights Agreement”), entered into in connection with the closing of our Initial Public Offering, our sponsor and its permitted transferees can demand that we register the Class A ordinary shares into which Founder Shares are convertible and the Private Placement Shares, including the Private Placement Shares that may behave ~~issued upon conversion of Working Capital Loans. We will bear~~ the ~~cost~~effect of ~~registering~~delaying ~~these~~or ~~securities.~~preventing ~~The registration and availability of such~~ a ~~significant number~~change of ~~securities~~control ~~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~~ post-business combination ~~more~~company ~~costly~~by ~~or difficult~~diluting ~~to conclude. This is because~~ the ~~shareholders~~share ofownership ~~the target business may increase the equity stake they seek in the combined entity~~ or ~~ask~~voting ~~for~~rights ~~more~~of ~~cash~~a ~~consideration~~person seeking to ~~offset~~obtain ~~the~~control ~~negative impact on the market price~~ of ~~our securities that is expected when~~ the ~~securities~~post-business ~~owned~~combination bycompany; ~~our shareholders, the underwriter, holders of Working Capital Loans or their permitted transferees are registered for resale.~~and

~~Risks Relating to our Sponsor and Management Team~~ ●

~~We are dependent upon our executive officers and directors and their loss, or a reduction in the amount of time they can dedicate~~ to may ~~our~~adversely ~~initial~~affect ~~business~~prevailing ~~combination,~~market ~~could~~prices ~~adversely~~for ~~affect~~ our ~~ability~~Class toA ~~operate~~ordinary shares.

~~Our~~ For ~~operations~~more ~~are~~information ~~dependent~~on ~~upon~~additional afinancing ~~relatively~~that ~~small~~we ~~group~~may ofraise ~~individuals and,~~ in ~~particular,~~connection with our ~~executive~~business ~~officers~~combination and ~~directors.~~risks Werelated ~~believe~~thereto, ~~that our~~also ~~success~~see ~~depends~~“—We onmay ~~the~~issue ~~continued~~shares ~~service~~to ofinvestors ~~our~~in ~~officers~~connection ~~and~~with ~~directors, at least until we have completed~~ our initial business combination. Inat ~~addition,~~a ~~our~~price ~~executive~~which ~~officers~~is ~~and~~less ~~directors~~than ~~are~~$10.00 ~~not~~or ~~required~~the toprevailing ~~commit~~market ~~any~~price ~~specified amount~~ of ~~time to~~ our ~~affairs~~shares ~~and,~~at ~~accordingly~~that time, ~~will~~which ~~have~~could ~~conflicts~~dilute ofthe ~~interest~~interests inof ~~allocating~~our ~~their~~existing ~~time~~shareholders ~~among~~and ~~various~~add ~~business~~costs” ~~activities, including identifying potential business combinations~~ and ~~monitoring~~“—We ~~the~~may ~~related~~issue ~~due~~notes ~~diligence.~~or Weother dodebt, ~~not~~or ~~have~~otherwise anincur ~~employment agreement~~substantial ~~with~~debt, orto ~~key-man~~complete ~~insurance~~a onbusiness ~~the~~combination, ~~life~~which ~~of,~~may ~~any~~adversely ofaffect our ~~directors~~leverage orand ~~executive~~financial ~~officers.~~condition ~~The~~and ~~unexpected~~thus ~~loss~~negatively ofimpact the ~~services~~value of ~~one or more of~~ our ~~directors~~shareholders’ orinvestment ~~executive~~in ~~officers could have a detrimental effect on~~ us.”

~~Our~~ We ~~ability~~may issue shares to ~~successfully~~investors ~~effect~~in connection with our initial business combination ~~and~~at toa beprice ~~successful~~which ~~thereafter~~is ~~will~~less bethan ~~dependent~~$10.00 ~~upon~~or the ~~efforts~~ ofprevailing ~~our~~market ~~key~~price ~~personnel, some~~ of ~~whom may join us following~~ our ~~initial~~shares ~~business~~at ~~combination.~~that ~~The~~time, ~~loss~~which ~~of key personnel~~ could ~~negatively~~dilute ~~impact~~ the ~~operations~~interests ~~and profitability~~ of our ~~post-combination~~existing ~~business~~shareholders and add costs.

~~Our~~ In ~~ability~~connection with our initial business combination, we may issue shares to ~~successfully~~investors ~~effect~~in ~~our~~private placement transactions (so-called PIPE transactions) in order to complete an initial business combination isand ~~dependent~~provide ~~upon~~sufficient ~~the~~liquidity ~~efforts~~and ofcapital ~~our~~to ~~key~~the ~~personnel~~post-business combination entity. The ~~role~~price of ~~our~~the ~~key~~shares ~~personnel~~ so issued in ~~the~~connection ~~target~~with an initial business combination may be less, ~~however~~and potentially significantly less, ~~cannot~~than ~~presently~~$10.00 beper ~~ascertained~~share or the market price for our shares at such time. ~~Although~~Any ~~some~~such issuances of equity securities at a price that is less than $10.00 or the prevailing market price of our ~~key~~shares ~~personnel~~at ~~may~~that ~~remain~~time ~~with~~could be structured to ensure a return on investment to the ~~target~~investors ~~business~~and could dilute the interests of our existing shareholders in ~~senior~~a ~~management~~manner orthat ~~advisory~~would ~~positions~~not ~~following~~ordinarily ~~our~~occur ~~initial~~in ~~business~~a ~~combination,~~traditional itInitial isPublic ~~likely~~Offering ~~that~~and ~~some~~could ~~or all~~result ofin both a reduction in the ~~management~~trading price of our shares to the ~~target~~price ~~business~~at ~~will~~which ~~remain~~we issue such equity securities and fluctuations in ~~place~~the net tangible book value per share of the combined company’s securities following the completion of our initial business combination. We ~~cannot~~may ~~assure~~also ~~you~~provide ~~that~~price ~~our~~protection ~~assessment~~or ofother ~~these~~incentives, ~~individuals~~or ~~will~~issue ~~prove~~convertible tosecurities such as preferred equity or convertible debt, and the exercise or conversion price of those securities may be ~~correct.~~fixed ~~These~~or ~~individuals~~adjustable, and may be ~~unfamiliar~~less, ~~with~~and ~~the~~potentially ~~requirements~~significantly ofless, ~~operating~~than a$10.00 ~~company~~per ~~regulated~~share by or the ~~SEC,~~market ~~which~~price for our shares at such time. Such issuances could ~~cause~~also usresult in additional transaction costs related to ~~have~~our initial business combination compared to ~~expend~~a ~~time~~traditional ~~and~~Initial ~~resources~~Public ~~helping~~Offering, ~~them~~including ~~become~~the ~~familiar~~placement fees associated with ~~such~~the ~~requirements~~engagement of a placement agent in connection with PIPE transactions.

5147

~~Our~~ Resources ~~key~~could ~~personnel~~be ~~may~~wasted ~~negotiate~~in ~~employment~~researching oracquisitions ~~consulting~~that ~~agreements~~are ~~with~~not acompleted, ~~target~~which ~~business~~could inmaterially ~~connection~~adversely ~~with~~affect asubsequent ~~particular~~attempts ~~business~~to ~~combination,~~locate and a ~~particular~~acquire ~~business~~or ~~combination~~merge ~~may~~with beanother ~~conditioned~~business. onIf ~~the~~we ~~retention~~do ornot ~~resignation~~complete ofour ~~such~~initial ~~key~~business ~~personnel.~~combination ~~These~~within ~~agreements~~the ~~may~~required ~~provide~~time ~~for~~period, ~~them~~our topublic ~~receive~~shareholders ~~compensation~~may ~~following~~receive ~~our~~their ~~initial~~pro ~~business~~rata ~~combination~~portion ~~and~~of asthe afunds ~~result,~~in ~~may~~the ~~cause~~Trust ~~them~~Account ~~to have~~that ~~conflicts~~are ofavailable ~~interest~~for indistribution ~~determining~~to ~~whether~~public ashareholders, ~~particular~~on ~~business~~the ~~combination~~liquidation isof ~~the~~our ~~most~~Trust ~~advantageous~~Account.

~~Our~~ We ~~key~~anticipate ~~personnel~~that ~~may~~the beinvestigation ~~able~~of toeach ~~remain~~specific ~~with~~target ~~our~~business ~~company~~and ~~after~~ the ~~completion~~negotiation, drafting and execution of ~~our~~relevant ~~initial~~agreements, ~~business~~disclosure ~~combination~~documents ~~only~~and ifother ~~they~~instruments ~~are~~will ~~able~~require tosubstantial ~~negotiate employment~~management ortime ~~consulting~~and ~~agreements~~attention inand ~~connection~~substantial ~~with~~costs ~~the~~for ~~business~~accountants, ~~combination.~~attorneys ~~Such~~and ~~negotiations~~others. ~~would~~If ~~take~~we ~~place~~decide ~~simultaneously~~not ~~with~~to ~~the~~complete ~~negotiation~~a ofspecific ~~the~~initial business combination, ~~and~~the ~~could~~costs ~~provide~~incurred ~~for~~up ~~such individuals~~ to ~~receive~~that ~~compensation~~point infor the ~~form~~ ofproposed ~~cash~~transaction ~~payments~~likely ~~and/or~~would ~~our~~not ~~securities~~be ~~for~~recoverable. ~~services~~Furthermore, ~~they~~if ~~would~~we ~~render~~reach toan usagreement ~~after~~relating ~~the~~to ~~completion~~a ofspecific ~~the~~target business, ~~combination.~~we ~~Such~~may ~~negotiations~~fail ~~also~~to ~~could~~complete ~~make~~our ~~such~~initial ~~key~~business ~~personnel’s~~combination ~~retention~~for orany ~~resignation~~number aof ~~condition~~reasons toincluding ~~any~~those ~~such~~beyond ~~agreement~~our control. ~~The personal~~Any ~~and~~such ~~financial~~event ~~interests~~will ofresult ~~such~~in ~~individuals~~a ~~may~~loss ~~influence~~to ~~their~~us ~~motivation~~of inthe ~~identifying~~related ~~and~~costs ~~selecting~~incurred awhich ~~target~~could ~~business.~~materially Inadversely ~~addition,~~affect ~~pursuant~~subsequent attempts to ~~the~~locate ~~Registration~~and ~~Rights~~acquire ~~Agreement,~~or ~~our~~merge ~~sponsor,~~with ~~upon~~another ~~and~~business. ~~following~~If ~~consummation~~we ofdo annot complete our initial business combination, ~~will~~within bethe ~~entitled~~required totime ~~nominate~~period, ~~three~~our ~~individuals~~public ~~for~~shareholders ~~election~~may toreceive ~~our~~their ~~board~~pro ofrata ~~directors,~~portion asof ~~long~~the asfunds in the ~~sponsor~~Trust ~~holds~~Account ~~any~~that ~~securities~~are ~~covered~~available byfor distribution to public shareholders, on the ~~Registration~~liquidation ~~Rights~~of ~~Agreement~~our Trust Account.

~~The~~ Compliance ~~officers~~obligations ~~and~~under ~~directors~~the ofSarbanes-Oxley anAct ~~acquisition candidate~~ may ~~resign~~make ~~upon~~it ~~completion~~more ofdifficult ~~our~~for ~~initial~~us ~~business~~to ~~combination.~~effectuate ~~The loss of~~ a business combination, ~~target’s~~require ~~key~~substantial ~~personnel~~financial ~~could~~and ~~negatively~~management ~~impact~~resources, and increase the ~~operations~~time and ~~profitability~~costs of ~~our~~completing ~~post-combination~~an ~~business~~acquisition.

~~The~~ Section ~~role~~404 of anthe ~~acquisition~~Sarbanes-Oxley ~~candidate’s~~Act ~~key~~requires ~~personnel~~that ~~upon~~we ~~the~~evaluate ~~completion~~and ofreport on our ~~initial~~system ~~business~~of ~~combination~~internal ~~cannot~~controls bebeginning ~~ascertained~~with at this ~~time~~Annual Report. ~~Although~~ Only in the event we ~~contemplate~~are ~~that~~deemed ~~certain~~to ~~members~~be ofa large accelerated filer or an ~~acquisition~~accelerated ~~candidate’s~~filer ~~management~~and ~~team~~no longer qualify as an emerging growth company, will ~~remain~~we ~~associated~~be required to comply with the ~~acquisition~~independent ~~candidate~~registered ~~following~~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, itmay isnot ~~possible~~be ~~that~~in ~~members~~compliance with the provisions of the ~~management~~Sarbanes-Oxley Act regarding adequacy of ~~an acquisition~~its ~~candidate~~internal ~~will~~controls. ~~not~~The ~~wish~~development of the internal control of any such entity to ~~remain~~achieve incompliance ~~place~~with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

~~Our~~ We ~~executive~~may ~~officers~~have ~~and~~a ~~directors~~limited ~~will~~ability ~~allocate their time~~ to ~~other~~assess ~~businesses~~the ~~thereby~~management ~~causing~~of ~~conflicts~~a ofprospective ~~interest~~target inbusiness ~~their determination~~and, as toa ~~how~~result, ~~much~~may ~~time~~affect toour ~~devote~~initial tobusiness ~~our~~combination ~~affairs.~~with ~~This~~a ~~conflict~~target ofbusiness ~~interest~~whose ~~could~~management may not have the skills, qualifications or abilities to manage a ~~negative~~public ~~impact~~company, onwhich ~~our~~could, ~~ability~~in toturn, ~~complete~~negatively impact the value of our ~~initial~~shareholders’ ~~business~~investment ~~combination~~in us.

~~Our~~ When ~~executive~~evaluating ~~officers~~the ~~and~~desirability ~~directors~~of ~~are~~effecting ~~not~~our ~~required~~initial ~~to,~~business ~~and~~combination ~~will~~with ~~not,~~a ~~commit~~prospective ~~their~~target ~~full~~business, ~~time~~our ability to ~~our~~assess ~~affairs,~~the ~~which~~target business’s management may ~~result~~be inlimited due to a ~~conflict~~lack of ~~interest~~ intime, ~~allocating~~resources ~~their~~or ~~time~~information. ~~between~~Our ~~our~~assessment ~~operations~~of ~~and~~the ~~our~~capabilities ~~search~~of ~~for~~the atarget business’s ~~combination~~management, therefore, may prove to be incorrect and ~~their~~such ~~other~~management ~~businesses~~may lack the skills, qualifications or abilities we suspected. WeShould dothe target business’s management not ~~intend~~possess tothe ~~have~~skills, ~~any~~qualifications ~~full-time~~or ~~employees~~abilities ~~prior~~necessary to manage a public company, the ~~completion~~operations and profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following our initial business combination. ~~Each~~could suffer a reduction in the value of ~~our executive~~their ~~officers~~securities. isSuch ~~engaged~~holders inare ~~several~~unlikely ~~other~~to ~~business~~have ~~endeavors~~a remedy for ~~which~~such hereduction ~~may~~in bevalue ~~entitled~~unless they are able to ~~substantial~~successfully ~~compensation,~~claim ~~and~~that ~~our~~the ~~executive~~reduction was due to the breach by our officers ~~are~~or ~~not~~directors ~~obligated~~of a duty of care or other fiduciary duty owed to ~~contribute~~them, ~~any~~or ~~specific~~if ~~number~~they ofare ~~hours~~able ~~per~~to ~~week~~successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to ~~our~~the ~~affairs~~business combination contained an actionable material misstatement or material omission.

Our independent directors also serve as officers and board members for other entities. If our executive 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.48

~~Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses.~~ ~~Each~~ We ~~of our officers and directors presently has, and any of them in the future~~ may ~~have,~~issue ~~additional~~notes ~~fiduciary~~ or ~~contractual obligations to~~ other ~~entities~~debt, ~~pursuant to which such officer~~ or ~~director~~otherwise isincur orsubstantial ~~will~~debt, ~~be required~~ to ~~present~~complete a business ~~combination~~ ~~opportunity to such entity~~combination, ~~subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to~~ which ~~entity a particular business opportunity should be presented. These conflicts~~ may ~~not~~adversely beaffect ~~resolved in~~ our ~~favor~~leverage and afinancial ~~potential~~condition ~~target~~and ~~business~~thus ~~may~~negatively beimpact ~~presented~~the tovalue ~~another~~of ~~entity~~our ~~prior~~shareholders’ toinvestment ~~its~~in ~~presentation to~~ us~~, subject to their fiduciary duties under Cayman Islands law~~.

~~In addition, our Founders and our directors and officers, Perceptive Advisors, or its affiliates may in the future become affiliated with other blank~~ ~~check~~ We ~~companies that~~ may ~~have~~choose ~~acquisition objectives that are similar~~ to ~~ours.~~pursue ~~Accordingly,~~a ~~they~~business ~~may~~combination ~~have conflicts of interest~~ in ~~determining~~connection towith which ~~entity~~the ~~a particular~~ post-business ~~opportunity~~combination ~~should~~company beincurs ~~presented~~substantial debt. ~~These~~As ~~conflicts may not be resolved in our favor and a potential target business may be presented to~~ such, ~~other~~no ~~blank~~issuance ~~check~~of ~~companies~~debt ~~prior~~will toaffect ~~its~~the ~~presentation~~per toshare ~~us,~~amount ~~subject~~available tofor ~~our~~redemption ~~officers’~~from ~~and~~the ~~directors’~~Trust ~~fiduciary duties under Cayman Islands law~~Account. ~~Our~~However, ~~amended~~if ~~and~~the ~~restated memorandum and articles of association provide that we renounce our interest in any~~ post-business combination ~~opportunity~~company ~~offered~~issues todebt ~~any~~securities ~~director~~ or ~~officer~~otherwise ~~unless~~incurs ~~such~~significant ~~opportunity~~debt ~~is expressly offered~~ to ~~such~~banks ~~person~~or ~~solely~~other inlenders ~~his~~ or ~~her~~the ~~capacity~~owners asof a ~~director~~target, ~~or officer of the company and~~ it iscould anresult ~~opportunity that we are able to complete on a reasonable basis.~~in:

52 ●

default ~~Table~~and foreclosure on the assets of ~~Contents~~the post-business combination company if its operating revenues are insufficient to repay its debt obligations;

~~Certain of our officers and directors have or will have direct and indirect economic interests in us and/or our sponsor after the consummation of our~~ Initial Public Offering and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to recommend a potential business combination to our public shareholders. ●

~~Certain~~ acceleration of ~~our~~the ~~officers~~post-business ~~and~~combination ~~directors~~company’s ~~may~~obligations ~~own~~to ~~membership~~repay ~~interests~~such inindebtedness, ~~our~~even ~~sponsor~~if ~~and~~it ~~indirect~~makes ~~interests~~all inprincipal ~~our~~and ~~Class~~interest Bpayments ~~ordinary~~when ~~shares~~due, ~~and~~if ~~Private Placement~~it ~~Shares~~breaches ~~which~~certain ~~may~~covenants ~~result in interests~~ that ~~differ~~require ~~from~~ the ~~economic~~maintenance ~~interests~~ of ~~the~~certain ~~investors~~financial inratios ~~our~~or ~~Initial~~reserves ~~Public~~without ~~Offering, which includes making~~ a ~~determination~~waiver ofor ~~whether~~renegotiation ~~a particular target business is an appropriate business with which to effectuate our initial business combination. There may be a potential conflict~~ of ~~interest between our officers and directors~~ that ~~hold interests in our sponsor and our public shareholders that may not be resolved in favor of our public~~covenant; ~~shareholders.~~

~~Our executive 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, executive officers, security holders or affiliates from having a direct or~~ ~~indirect~~ the ~~pecuniary~~post-business orcombination ~~financial~~company’s ~~interest~~immediate inpayment ~~any investment to be acquired or disposed~~ of byall usprincipal orand inaccrued ~~any transaction to which we are a party or have an~~ interest~~. In fact~~, weif ~~may enter into a business combination with a target business that is affiliated with our sponsor~~any, ~~our~~if ~~directors or executive officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of~~ the ~~types~~debt ~~conducted~~security byis ~~us.~~payable ~~Accordingly,~~on ~~such persons or~~demand; ~~entities may have a conflict between their interests and ours.~~

~~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’ rights.

~~We may engage in a~~ post-business combination ~~with~~company’s ~~one~~inability orto ~~more~~obtain ~~target~~necessary ~~businesses~~additional ~~that~~financing ~~have~~if ~~relationships~~the ~~with~~debt ~~entities~~security ~~that~~contains ~~may~~covenants ~~be affiliated~~restricting ~~with~~its ~~our~~ability ~~sponsor,~~to ~~executive~~obtain ~~officers,~~such ~~directors~~financing orwhile ~~shareholders~~the ~~which~~debt ~~may~~security ~~raise~~is ~~potential conflicts of interest.~~outstanding;

~~In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses~~ affiliated with our sponsor, executive officers, directors or shareholders. Our directors also serve as officers and board members for other entities. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition ● companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would 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 or an independent valuation or accounting 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, executive officers, directors or shareholders, 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~~ using ~~management~~a ~~may~~substantial ~~not~~portion ~~be able to maintain control~~ of athe ~~target~~ post-business ~~after~~combination ~~our~~company’s ~~initial~~cash ~~business~~flow ~~combination.~~to ~~Upon~~pay ~~the~~principal ~~loss~~and ~~of control~~interest ofon aits ~~target business~~debt, ~~new~~which ~~management~~will ~~may~~reduce ~~not~~the ~~possess~~funds ~~the~~available ~~skills~~for expenses, ~~qualifications~~capital orexpenditures, ~~abilities~~acquisitions ~~necessary~~and toother ~~profitably~~general ~~operate~~corporate ~~such business.~~purposes;

~~We may structure our initial business combination so that the post-business combination 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-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or ● otherwise acquires a controlling interest in the target business 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-business combination company owns 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination. 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 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 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 target business.

53 limitations on the post-business combination company’s flexibility in planning for and reacting to changes in its business and in the industry in which it operates;

~~Table of Contents~~ ●

~~Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is~~ ~~not~~ increased ~~completed~~vulnerability ~~(other than with respect~~ to ~~public~~adverse ~~shares~~changes ~~they~~in ~~may~~general ~~acquire during or after our Initial Public Offering)~~economic, aindustry ~~conflict~~and ofcompetitive ~~interest~~conditions ~~may~~and ~~arise~~adverse changes in ~~determining~~government ~~whether~~regulation; ~~a particular business combination target is appropriate for our initial~~and ~~business combination.~~

~~On March 27, 2024, our sponsor paid $25,000 to cover certain expenses on our behalf in exchange for the issuance of 2,156,250 Founder Shares, or~~ approximately $0.01 per share. In April 2024, our sponsor transferred 30,000 Founder Shares to each of Mark C. McKenna, Kenneth Song and Harlan W. Waksal. Such shares held by our independent directors will not be subject to forfeiture in the event ● the underwriter’s over-allotment option is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the Founder Shares was determined by dividing the amount so paid by the number of Founder Shares issued in consideration therefor. Holders of our Founder Shares and Private Placement Shares have agreed to waive their right to receive distributions from our Trust Account in connection with a redemption of our public shares. In addition, simultaneously with the closing of our Initial Public Offering, our sponsor purchased 286,250 Private Placement Shares, at a price of $10.00 per share ($2,862,500 in the aggregate), in a Private Placement. The personal and financial interests of our executive 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 24-month anniversary of the closing of our Initial Public Offering nears, which is the deadline for our consummation of an initial business combination.

We limitations ~~may~~on ~~not~~the ~~have~~post-business ~~sufficient~~combination ~~funds~~company’s ability to ~~satisfy~~borrow ~~indemnification~~additional ~~claims~~amounts offor ~~our~~expenses, ~~sponsor~~capital expenditures, ~~Perceptive~~acquisitions, ~~Advisors~~debt service requirements, ~~directors~~execution of its strategy and ~~officers~~other purposes and other disadvantages compared to its competitors who have less debt.

We ~~have~~may ~~agreed~~only tobe ~~indemnify~~able ~~our~~to ~~sponsor,~~complete ~~Perceptive~~one ~~Advisors~~business ~~and~~combination ~~our~~with ~~officers and directors to~~ the ~~fullest~~proceeds ~~extent~~of ~~permitted by law. However,~~ our ~~sponsor,~~ ~~Perceptive~~Initial ~~Advisors~~Public ~~and~~Offering ~~our officers~~ and ~~directors~~the ~~have~~sale ~~agreed to waive any right, title, interest or claim~~ of ~~any kind in or to any monies in~~ the ~~Trust~~Private ~~Account~~Placement ~~and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly~~Shares, ~~any~~which ~~indemnification provided~~ will because ~~able~~us to be ~~satisfied~~solely bydependent uson ~~only~~a ifsingle ~~(i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial~~ business ~~combination.~~which ~~Our obligation to indemnify our sponsor, Perceptive Advisors and our officers and directors~~ may ~~discourage~~have ~~shareholders from bringing~~ a ~~lawsuit~~limited ~~against~~number ~~our~~of ~~sponsor,~~products ~~Perceptive Advisors and our officers~~ or ~~directors for breach of their fiduciary duty~~services. ~~These~~This ~~provisions~~lack ~~also may have the effect~~ of ~~reducing~~ ~~the~~diversification likelihood of derivative litigation against our sponsor, Perceptive Advisors and our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may benegatively ~~adversely~~impact ~~affected to the extent we pay the costs of settlement and damage awards against~~ our ~~officers~~operations and ~~directors pursuant to these indemnification provisions~~profitability.

~~Members~~ As of December 31, 2025, we had approximately $88,422,418 available to consummate an initial business combination in our ~~management~~Trust ~~team~~Account. ~~and~~We ~~board~~may ofeffectuate ~~directors~~our ~~have~~initial ~~significant~~business ~~experience~~combination aswith ~~founders,~~a ~~board~~single ~~members,~~target ~~officers,~~business ~~executives~~ or ~~employees~~multiple oftarget ~~other~~businesses ~~companies.~~simultaneously ~~Certain~~or ofwithin ~~those~~a ~~persons~~short ~~are~~period ~~now,~~of ~~have~~time. ~~been~~However, we may not be, orable ~~may~~to ~~become,~~effectuate ~~involved~~our ininitial ~~litigation,~~business ~~investigations~~combination orwith ~~other~~more ~~proceedings~~than one target business because of various factors, including ~~related~~the toexistence ~~those~~of ~~companies~~complex oraccounting ~~otherwise.~~issues ~~The~~and ~~defense~~the orrequirement ~~prosecution~~that ofwe ~~these matters~~prepare ~~could~~and befile ~~time-consuming~~pro forma financial statements with the SEC that present operating results and ~~could~~the ~~divert~~financial condition of several target businesses as if they had been operated on a combined basis. By completing our ~~management’s~~initial ~~attention~~business combination with only a single entity, ~~and~~our lack of diversification may ~~have~~subject anus ~~adverse~~to ~~effect~~numerous oneconomic, uscompetitive 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 ~~impede~~have ~~our~~the ~~ability~~resources to ~~consummate~~complete anseveral ~~initial~~ business ~~combination~~combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

~~During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members,~~ officers, executives or employees of other companies. As a result of their involvement and positions in these companies, certain of those persons are now, have been, may be or may in the future become involved in litigation, investigations or other ● proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Individual members of our management team and board of directors also may become involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result of their personal conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such actions and potentially subject to personal liability. Any such liability may or may not be covered by insurance and/or indemnification, depending on the facts and circumstances. The defense or prosecution of these matters could be time-consuming. Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the attention and resources of our management team and board of directors 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.

54 solely dependent upon the performance of a single business, property or asset; or

~~Table of Contents~~ 49

~~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. For instance, on ● September 6, 2022, the SEC issued an order finding, among other things, that Perceptive Advisors failed to timely disclose certain conflicts of interest regarding its personnel’s ownership of sponsors of SPACs into which Perceptive Advisors advised its clients to invest. Any similar claims or investigations, in which our management team and affiliated companies may become involved, 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~~ dependent ~~letter~~upon ~~agreement~~the ~~with~~development ~~our~~or ~~sponsor,~~market ~~officers,~~acceptance ~~directors~~of ~~and~~a ~~advisors~~single ~~may~~or belimited ~~amended~~number ~~without~~of ~~shareholder~~products, ~~approval~~processes or services.

~~Our letter agreement with our sponsor, officers and directors contains provisions relating to transfer restrictions of our Founder Shares and Private~~ ~~Placement~~ This ~~Shares,~~lack ~~indemnification~~ of ~~the~~diversification ~~Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The letter agreement~~ may besubject ~~amended~~us ~~without~~to ~~shareholder~~numerous ~~approval~~economic, ~~with~~competitive ~~our written consent as well as the written consent of the sponsor~~ and ~~our~~regulatory ~~directors~~risks, ~~and officers to the extent they are the subject of~~ any ~~change, amendment, modification~~ or ~~waiver~~all ~~to the letter agreement. The written consent~~ of ~~Jefferies~~which ~~LLC~~may ~~will~~have ~~also be required for an amendment of~~ a ~~provision~~substantial ofadverse ~~the~~impact ~~letter~~upon ~~agreement that subjects~~ the ~~sponsor~~particular ~~and~~industry ~~our directors and officers to certain of the restrictions included~~ in ~~the underwriting agreement and pursuant to~~ which the sponsor and our officers and directors agree that, for a period of 180 days from June 11, 2024, they will not, without the prior written consent of Jefferies LLC, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, Class A ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares. While we domay ~~not~~operate ~~expect~~subsequent ~~our board~~ to ~~approve any amendment 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.~~

~~General~~ We ~~Risk~~may ~~Factors~~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.

~~Cyber~~ If ~~incidents~~we ordetermine ~~attacks~~to ~~directed~~simultaneously atacquire 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, ~~could~~and ~~result~~delay inour ~~information~~ability, ~~theft~~to complete our initial business combination. With multiple business combinations, ~~data~~we ~~corruption~~could also face additional risks, ~~operational~~including ~~disruption~~additional burdens and/ costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or ~~financial~~ ~~loss~~products of the acquired companies into a single operating business. If we do not adequately address these risks, it could negatively impact our profitability and results of operations.

We ~~depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we~~ may ~~deal.~~attempt ~~Sophisticated and del berate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead~~ to ~~corruption~~complete ~~or misappropriation of~~ our ~~assets, proprietary~~initial ~~information~~business ~~and~~combination ~~sensitive~~with ora ~~confidential~~private ~~data. As an early stage~~ company ~~without~~about ~~significant~~which ~~investments~~little ininformation ~~data~~is ~~security protection~~available, ~~we may not be sufficiently protected against~~ such ~~occurrences.~~as ~~We may not have sufficient resources to adequately protect against~~Freenome, orwhich tomay ~~investigate~~result ~~and~~in ~~remediate~~a ~~any~~business ~~vulnerability~~combination ~~to,~~with ~~cyber~~a ~~incidents.~~company Itthat is ~~possible~~not ~~that~~as ~~any~~profitable ofas ~~these~~we ~~occurrences~~suspected, orif aat ~~combination of them, could have adverse consequences on our business and lead to financial loss~~all.

~~Changes~~ In inpursuing ~~laws~~our oracquisition ~~regulations~~strategy, orwe amay ~~failure~~seek to ~~comply~~effectuate our initial business combination with ~~any~~a ~~laws~~privately ~~and~~held ~~regulations,~~company. ~~may~~Very ~~adversely~~little ~~affect~~public ~~our~~information ~~business~~generally exists about private companies, including ~~our~~ ~~ability~~Freenome, toand ~~negotiate~~we ~~and~~could ~~complete~~be required to make our decision on whether to pursue a potential initial business combination, ~~and~~on ~~results~~the basis of ~~operations~~limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

We Because ~~are subject to laws and regulations enacted by national, regional and local governments. In particular,~~ we ~~will~~must befurnish ~~required~~our toshareholders ~~comply~~ with ~~certain SEC~~target ~~and~~business ~~other~~financial ~~legal requirements. Compliance with~~statements, ~~and~~we ~~monitoring of, applicable laws and regulations~~ may belose ~~difficult,~~the 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, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to ~~negotiate~~complete ~~and~~an ~~complete~~otherwise ~~our~~advantageous initial business combination, ~~and~~with ~~results~~some ofprospective ~~operations~~target businesses.

55 The federal proxy rules require that a proxy statement with respect to a vote on our proposed business combination include historical and/or 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 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 statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within 24 months from the closing of our Initial Public Offering.

If ~~Table~~we ofare ~~Contents~~deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

We If we are andeemed ~~emerging~~to ~~growth~~be ~~company~~an ~~and~~investment ~~a smaller reporting~~ company ~~within~~under the ~~meaning~~Investment ofCompany ~~the Securities~~ Act, ~~and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make~~ our ~~securities~~activities ~~less attractive to investors and~~ may ~~make~~be itrestricted, ~~more difficult to compare our performance with other~~including: ~~public companies.~~

~~We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain~~ exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 ● of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting~~ ~~standards~~ restrictions ~~until~~on ~~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~~nature ~~Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out~~ of ~~the~~our ~~extended~~investments; ~~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 equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals 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.

~~Because~~ restrictions weon ~~are incorporated under~~ the ~~laws~~issuance of ~~the~~securities, ~~Cayman~~each ~~Islands,~~of ~~you~~which may ~~face~~make ~~difficulties~~it indifficult ~~protecting~~for ~~your~~us ~~interests,~~to ~~and~~complete ~~your ability~~our toinitial ~~protect~~business ~~your~~combination. ~~rights~~In ~~through~~addition, ~~the~~we ~~U.S.~~may ~~federal~~have ~~courts~~imposed ~~may~~upon beus ~~limited.~~burdensome requirements, including:

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 executive officers, or enforce judgments obtained in the United States courts against our directors or officers.50

~~Our~~Table ~~corporate affairs and the rights~~ of shareholders will be 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 will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common 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 law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. For a more detailed discussion of the principal differences between the provisions of the Companies Act applicable to us and, for example, the laws applicable to companies incorporated in the United States and their shareholders.Contents

~~Shareholders of Cayman Islands exempted companies like the Company have no general rights under Cayman Islands law to inspect corporate records or to~~ obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be ● inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

56 registration as an investment company with the SEC;

~~Table of Contents~~ ●

~~We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us~~ ~~judgments~~ adoption of ~~courts~~a ofspecific ~~the~~form ~~United States predicated upon the civil liability provisions~~ of ~~the~~corporate ~~federal securities laws of the United States or any state~~structure; 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.~~ ●

~~Since only holders of our Class B ordinary shares have the right to vote on the appointment of directors prior to our initial~~ ~~business combination~~ reporting, ~~Nasdaq~~record ~~may~~keeping, ~~consider~~voting, usproxy toand bedisclosure arequirements ~~“controlled~~and ~~company”~~other ~~within the meaning of Nasdaq’s~~ rules and, asregulations athat ~~result,~~ we ~~may~~are ~~qualify~~currently ~~for~~not ~~exemptions~~subject ~~from certain corporate governance requirements that would otherwise provide protection~~ to ~~shareholders of other companies~~.

~~Only~~ In ~~holders~~order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our ~~Class~~activities Bdo ~~ordinary~~not ~~shares~~include ~~have~~investing, ~~the~~reinvesting, ~~right~~owning, toholding ~~vote~~or ontrading ~~the~~“investment ~~appointment~~securities” constituting more than 40% of ~~directors~~our assets (exclusive of U.S. Asgovernment asecurities ~~result,~~and ~~Nasdaq~~cash ~~may~~items) ~~consider~~on usan tounconsolidated basis. Our business will be to identify and complete a ~~“controlled~~ ~~company”~~business ~~within~~combination and thereafter to operate the ~~meaning~~post-transaction ofbusiness ~~Nasdaq’s~~or ~~corporate~~assets ~~governance~~for ~~standards~~the long term. ~~Under~~We ~~Nasdaq~~do ~~corporate~~not ~~governance~~intend ~~standards,~~to spend a ~~company~~considerable amount of ~~which~~time ~~more~~actively ~~than~~managing ~~50%~~the ofassets in the ~~voting~~Trust ~~power~~Account for the ~~election~~primary purpose of ~~directors~~achieving isinvestment ~~held~~returns. byWe ando ~~individual,~~not aplan ~~group~~to buy businesses or ~~another~~ ~~company~~assets iswith a ~~“controlled~~view ~~company”~~to ~~and~~resale ~~may~~or ~~elect~~profit from their resale. We do not plan to ~~comply~~buy ~~with~~unrelated ~~certain~~businesses ~~corporate~~or ~~governance~~assets ~~requirements,~~or ~~including~~to ~~the~~be ~~requirements~~a ~~that:~~passive investor.

• We wedo ~~have~~not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be held as cash, including in demand deposit accounts at a ~~board~~bank, ~~that~~or ~~includes~~invested in U.S. “government securities” within the meaning of Section 2(a)(16) ~~majority~~of the Investment Company Act having a maturity of ~~“independent~~185 ~~directors~~days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our Initial Public Offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as ~~defined~~a ~~under~~holding ~~Nasdaq~~place ~~rules~~for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with the implementation by the directors of, following a shareholder vote, an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination, including the Proposed Freenome Business Combination, within 24 months from the closing of our Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within 24 months from the closing of our Initial Public Offering, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act.

• Further, weunder ~~have~~the subjective test of a ~~compensation~~“investment ~~committee~~company” pursuant to Section 3(a)(1)(A) of ~~our~~the ~~board~~Investment ~~that~~Company isAct, ~~comprised~~even ~~entirely~~if ofthe ~~independent~~funds ~~directors~~deposited ~~with~~in athe ~~written~~Trust ~~charter~~Account ~~addressing~~were invested in the ~~committee’s~~assets ~~purpose~~discussed above, such assets, other than cash, are “securities” for purposes of the Investment Company Act and, ~~responsibilities;~~therefore, there is a risk that we could be deemed an investment company and subject to the Investment Company Act.

• 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 ~~independent~~not ~~director~~allotted ~~oversight~~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. Were we to liquidate, our shareholders would lose the investment opportunity associated with an investment in a potential initial business combination that we may consummate, including any potential price appreciation of our ~~director~~Class ~~nominations~~A ordinary shares.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.51

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of Class A ordinary shares that is for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person (a “U.S. Holder”), such 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~~change ~~application~~over ~~of the start-up exception may be subject to uncertainty~~time, ~~and there cannot be any assurance that~~ we will ~~qualify~~update ~~for the start-up exception. Accordingly, there can be no assurances with respect to~~ our ~~status~~disclosure as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to ~~provide~~reflect tohow ~~a U.S. Holder~~ such ~~information~~changes asimpact the ~~Internal~~risk ~~Revenue~~that ~~Service~~we ~~(“IRS”)~~ may ~~require,~~be ~~including~~considered ~~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 nooperating ~~assurance~~as ~~that~~an weunregistered ~~will~~investment ~~timely provide such required information~~company. ~~We urge U.S. investors to consult their~~ ~~tax advisors regarding the possible application of the PFIC rules.~~

57 To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

We ~~Table~~intend to initially hold the funds in the Trust Account as cash, including in demand deposit accounts at a bank, or in U.S. government treasury obligations with a maturity of ~~Contents~~185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. U.S. government treasury obligations are considered “securities” for purposes of the Investment Company Act, while cash is not. As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s duration. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial business combination or liquidation of the company. Following such liquidation, the rate of interest we receive on the funds held in the Trust Account may be materially decreased. However, interest previously earned on the funds held in the Trust Account still may be released to us for permitted withdrawals 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 would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the company.

A The 1%provisions ~~U.S.~~of ~~federal~~our ~~excise~~amended ~~tax~~and onrestated ~~stock~~memorandum ~~buybacks~~and ~~could~~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 ~~imposed~~amended onwith ~~redemptions~~the approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares ifwho weattend ~~were~~and vote at a shareholder meeting of the company (or 65% of our ordinary shares with respect to ~~become~~amendments to the trust agreement governing the release of funds from our Trust Account), which is a ~~“covered corporation”~~lower inamendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the ~~future~~completion of an initial business combination that some of our shareholders may not support.

On Some ~~August~~other ~~16,~~blank ~~2022,~~check ~~the~~companies ~~Inflation~~have ~~Reduction~~a ~~Act~~provision ofin ~~2022~~their ~~(the~~charter ~~“IR~~which ~~Act”)~~prohibits ~~became~~the ~~law~~amendment inof ~~the~~certain ~~United~~of ~~States,~~its ~~which~~provisions, ~~among~~including ~~other~~those ~~things,~~which ~~generally~~relate ~~imposes~~to a 1% ~~U.S.~~company’s ~~federal~~pre-business ~~excise~~combination ~~tax~~activity, ~~(the~~without ~~“Excise~~approval ~~Tax”)~~by ona certain ~~repurchases~~percentage of ~~stock~~the bycompany’s ~~“covered~~shareholders. ~~corporations”~~In ~~(which~~those ~~include~~companies, ~~publicly~~amendment ~~traded~~of ~~domestic~~these ~~(i.e.,~~provisions ~~U.S.)~~typically ~~corporations~~requires ~~and~~approval ~~certain~~by ~~domestic~~between ~~subsidiaries~~90% ofand ~~publicly~~100% ~~traded~~of ~~foreign~~the ~~(i.e.,~~company’s ~~non-U~~shareholders.~~S.) corporations)~~ ~~occurring~~Our onamended orand ~~after~~restated ~~January~~memorandum 1,and ~~2023.~~articles ~~The~~of ~~Excise~~association ~~Tax~~provide isthat ~~imposed~~any onof ~~the repurchasing corporation itself, not~~ its ~~stockholders~~provisions ~~from~~related ~~which~~to ~~the~~pre-business ~~stock~~combination isactivity ~~repurchased.~~(including ~~The amount of~~ the ~~Excise~~requirement ~~Tax~~to isdeposit ~~generally~~proceeds 1% of ~~the~~our ~~fair~~Initial ~~market~~Public ~~value~~Offering ~~of the~~and ~~shares repurchased at~~ the ~~time~~sale of the ~~repurchase.~~Private ~~However,~~Placement ~~for~~Shares ~~purposes~~into ~~of calculating~~ the ~~Excise~~Trust ~~Tax,~~Account ~~repurchasing~~and ~~corporations~~not ~~are~~release ~~permitted~~such toamounts ~~net~~except ~~the~~in ~~fair~~specified ~~market~~circumstances, ~~value~~and ofto ~~certain~~provide ~~new~~redemption ~~stock~~rights ~~issuances~~to ~~against~~public ~~the~~shareholders ~~fair~~as ~~market~~described ~~value~~herein) ofmay ~~stock repurchases~~be ~~during~~amended ~~the~~if ~~same~~approved ~~taxable~~by ~~year.~~special ~~In addition~~resolution, ~~certain~~meaning ~~exceptions~~holders ~~apply~~of toat ~~the~~least ~~Excise~~two-thirds ~~Tax. The U.S. Department~~ of ~~the~~our ~~Treasury~~ordinary ~~(the~~shares ~~“Treasury”)~~who ~~has~~attend ~~authority~~and tovote ~~provide~~at ~~regulations~~a ~~and~~shareholder ~~other~~meeting ~~guidance~~of tothe ~~carry out~~company, and ~~prevent~~corresponding ~~the~~provisions ~~abuse or avoidance~~ of, the ~~Excise~~trust ~~Tax.~~agreement Ongoverning ~~April 9, 2024,~~ the ~~Treasury~~release ~~issued~~of ~~proposed~~funds ~~Treasury~~from ~~regulations~~our ~~that~~Trust ~~provide~~Account ~~proposed~~may ~~operating~~be ~~rules~~amended ~~for~~if ~~the~~approved ~~Excise~~by ~~Tax,~~holders ~~including~~of ~~rules~~at ~~governing~~least ~~the~~65% ~~calculation and reporting~~ of ~~the~~our ~~Excise~~ordinary ~~Tax~~shares, on which ~~taxpayers may~~are ~~rely~~represented ~~until~~in ~~the~~person ~~proposed~~or ~~Treasury~~by ~~regulations~~proxy and are ~~finalized.~~voted Inat ~~the~~a ~~proposed~~general ~~Treasury~~meeting; ~~regulations,~~provided that the ~~Treasury~~provisions ~~exempts~~of ~~from~~our ~~the~~amended ~~Excise~~and ~~Tax~~restated ~~any~~memorandum ~~distributions~~and byarticles aof ~~covered~~association ~~corporation~~governing in the ~~same~~appointment ~~year~~of itdirectors ~~completely~~prior ~~liquidates~~to ~~within~~our ~~the~~initial ~~meaning~~business ~~of either~~combination ~~Section~~and ~~331~~our orcontinuation ~~Section~~in ~~332(~~a) ~~(but~~jurisdiction ~~not~~outside ~~both) of~~ the ~~U.S.~~Cayman ~~Internal~~Islands ~~Revenue~~prior ~~Code~~to ofour ~~1986,~~initial asbusiness ~~amended~~combination ~~(the~~may ~~“Code”),~~only ~~which~~be ~~includes~~amended ~~distributions~~by ~~that~~a ~~occur~~special inresolution ~~connection~~passed ~~with~~by ~~redemptions.~~holders ~~Under~~representing ~~the~~at ~~proposed~~least ~~Treasury~~two-thirds ~~regulations,~~of ~~the~~our ~~Excise~~outstanding ~~Tax may~~Class beB ~~applicable~~ordinary toshares. ~~redemptions~~Our bysponsor, aand ~~covered~~their ~~corporation~~permitted intransferees, ~~connection~~if ~~with~~any, ~~(i)~~who acollectively ~~liquidation~~beneficially ~~that~~own, ison ~~not~~an aas-converted ~~“complete~~basis, ~~liquidation”~~20% ~~within the meaning~~ of ~~either~~our ~~Section~~Class ~~331~~A orordinary ~~Section~~shares ~~332~~(a)excluding of the ~~Code,~~Private ~~(ii)~~Placement ~~an extension~~Shares), ~~depending~~will onparticipate ~~the~~in ~~timing~~any ~~of the~~vote ~~extension relative~~ to ~~when~~amend ~~the~~our ~~covered~~amended ~~corporation~~and ~~consummates~~restated anmemorandum ~~initial~~and ~~business~~articles ~~combination~~of orassociation ~~liquidates~~ and/or ~~(iii)~~trust anagreement ~~initial~~and ~~business~~will ~~combination,~~have ~~depending~~the ondiscretion ~~the~~to ~~structure~~vote ofin ~~the~~any ~~initial~~manner ~~business~~they ~~combination~~choose. ~~Although~~As ~~the~~a ~~proposed~~result, ~~Treasury regulations~~we ~~clarify~~may ~~certain~~be ~~aspects~~able ofto amend the ~~Excise~~provisions ~~Tax,~~of ~~the~~our ~~interpretation~~amended and ~~operation~~restated ofmemorandum ~~other~~and ~~aspects~~articles of ~~the~~association ~~Excise~~which ~~Tax~~govern ~~remain~~our ~~unclear.~~pre-business Incombination ~~addition,~~behavior ~~although~~more ~~taxpayers~~easily ~~generally~~than ~~may~~some ~~rely~~other onblank ~~the~~check ~~proposed Treasury regulations until they are finalized~~companies, ~~there~~and isthis nomay ~~assurance~~increase ~~that~~our ~~the~~ability ~~proposed~~to ~~Treasury~~complete ~~regulations~~a ~~will~~business becombination ~~finalized~~with inwhich ~~their~~you ~~current~~do ~~form,~~not ~~and~~agree. ~~therefore,~~Our ~~the~~shareholders ~~Excise~~may ~~Tax~~pursue ~~might~~remedies ~~apply~~against ~~to a future transaction undertaken by~~ us ~~(including~~for ~~after~~any abreach ~~business~~of ~~combination)~~our inamended aand ~~manner that~~restated ismemorandum ~~different~~and ~~than~~articles ~~described~~of ~~in the proposed Treasury regulations~~association.

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 shares would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of shares for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of shares, (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 shares and (v) the content of finalized regulations and other guidance from the Treasury. As noted above, the Excise Tax would be payable by the repurchasing corporation, and not by the redeeming holder, and only limited guidance on the mechanics of any required reporting and payment of the Excise Tax on which taxpayers may rely have been issued to date. 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.52

Our ~~Table~~sponsor, executive officers, directors and director nominees 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 ~~Contents~~association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed or repurchased 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 24 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon implementation 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 and not previously released to us for permitted withdrawals, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers, directors or director nominees for any breach of this agreement. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

~~Our~~ We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and ~~our~~growth ~~structure~~of ~~thereafter~~a ~~may~~target ~~not~~business, bewhich ~~tax-efficient~~could compel us to ~~our~~restructure ~~shareholders.~~or Asabandon a ~~result~~particular ofbusiness combination. If we do not complete our initial business combination, our ~~tax~~public ~~obligations~~shareholders may bereceive ~~more~~their ~~complex~~pro rata portion of the funds in the Trust Account that are available for distribution to public shareholders, ~~burdensome~~or ~~and~~less ~~uncertain~~in certain circumstances, on the liquidation of our Trust Account.

Although we believe that the net proceeds of our Initial Public Offering and the sale of the Private Placement Shares and the funds from permitted withdrawals will ~~attempt~~be sufficient to ~~structure~~allow us to complete our initial business combination, inwe acannot ~~tax-efficient~~provide ~~manner~~any assurance that the capital requirements for any particular transaction, ~~tax~~including ~~structuring~~the ~~considerations~~Proposed ~~are~~Freenome ~~complex~~Business Combination, will not exceed our available funds. If the ~~relevant~~ ~~facts~~net ~~and~~proceeds ~~law~~of ~~are~~our ~~uncertain~~Initial Public Offering and ~~may~~the ~~change,~~sale ~~and~~of wethe ~~may~~Private ~~prioritize~~Placement ~~commercial~~Shares and ~~other~~the ~~considerations~~funds ~~over~~from ~~tax~~permitted ~~considerations.~~withdrawals ~~For~~prove ~~example~~to be insufficient, ineither ~~connection~~because ~~with~~of the size of our initial business combination, ~~and~~the ~~subject~~depletion toof ~~any~~the ~~requisite~~available ~~shareholder approval,~~net weproceeds ~~may~~in ~~structure~~search ~~our~~of a target business, ~~combination~~the inobligation to redeem for cash a ~~manner~~significant ~~that~~number ~~requires~~of ~~shareholders~~shares tofrom ~~recognize~~shareholders ~~gain~~who orelect ~~income~~redemption ~~for~~in ~~tax~~connection ~~purposes,~~with ~~effect~~our ainitial business combination ~~with~~or athe ~~target~~terms ~~company~~of innegotiated ~~another~~transactions ~~jurisdiction,~~to orpurchase ~~reincorporate~~shares in aconnection ~~different jurisdiction~~with ~~(including~~our initial business combination, ~~but~~we ~~not~~may ~~limited~~be required to, ~~the~~seek ~~jurisdiction~~additional infinancing ~~which~~or ~~the~~to ~~target~~abandon ~~company~~the orproposed business iscombination, ~~located)~~including the Proposed Freenome Business Combination. WeSuch ~~currently~~financing domay not ~~intend~~be toavailable on acceptable terms, if at all. The current economic environment may make ~~any~~difficult ~~cash~~for ~~distributions~~companies to ~~shareholders~~obtain acquisition financing. To the extent that additional financing proves to ~~pay~~be ~~taxes~~unavailable inwhen ~~connection~~needed ~~with~~to complete our initial business combination, we would be compelled to either restructure the transaction or ~~thereafter.~~abandon ~~Accordingly,~~that aparticular ~~shareholder~~business ~~may~~combination ~~need~~and toseek ~~satisfy~~an ~~any~~alternative ~~liability~~target ~~resulting~~business ~~from~~candidate. If we do not complete our initial business combination ~~with~~within ~~cash~~the ~~from~~required ~~its~~time ~~own~~period, ~~funds~~our orpublic byshareholders ~~selling~~may ~~all~~receive ortheir apro rata portion of the ~~shares~~funds ~~received~~in the Trust Account that are available for distribution to public shareholders, on the liquidation of our Trust Account. In addition, ~~shareholders~~even ~~may also~~if bewe ~~subject~~do tonot need additional ~~income~~financing to complete our initial business combination, ~~withholding~~we may require such financing to fund the operations or ~~other~~growth ~~taxes~~of ~~with~~the ~~respect~~target business. The failure to ~~their~~secure ~~ownership~~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.

In Our ~~addition,~~shareholders wecontrol ~~may effect~~ a ~~business~~substantial ~~combination~~interest ~~with~~in aus ~~target company that has business operations outside of the United States,~~ and ~~possibly, business~~thus ~~operations~~may inexert ~~multiple jurisdictions. If we effect such~~ a ~~business~~substantial ~~combination,~~influence weon ~~could~~actions berequiring ~~subject to significant income, withholding and other tax obligations in~~ a ~~number~~shareholder ~~of jurisdictions with respect to income~~vote, ~~operations~~potentially ~~and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings~~ in ~~other jurisdictions, we may have~~ a ~~heightened~~manner ~~risk~~that ~~related~~you todo ~~audits~~not ~~or examinations by U~~support.~~S. federal, state and local and non-U.S. taxing authorities. This~~ ~~additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.~~

~~Our initial business combination or reincorporation may result in taxes imposed on shareholders.~~53

WeTable may, subject to requisite shareholder approval under the Companies Act, effect a business combination with a target company in another jurisdiction, reincorporate in the jurisdiction in which the target company or business is located, or reincorporate in another jurisdiction. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay taxes attributable to such income. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of ~~us after the reincorporation.~~Contents

We Our ~~are~~sponsor ~~subject~~owns, on an as-converted basis, 20% of our issued and outstanding ordinary shares (excluding the Private Placement Shares). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to ~~changing~~our ~~law~~amended and ~~regulations~~restated ~~regarding~~memorandum ~~regulatory~~and ~~matters~~articles of association. In addition, ~~corporate~~prior ~~governance~~to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on transferring the Company by way of continuation 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) and, ~~public~~as ~~disclosure~~a ~~that~~result, our shareholders will be able to approve any such proposal without the vote of any other shareholder. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares. If our shareholders purchase any shares in our Initial Public Offering or if our shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have ~~increased~~ ~~both~~any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our ~~costs~~Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of shareholders to elect new directors prior to the ~~risk~~completion of ~~non-compliance~~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 meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the election of directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

We After ~~are~~our ~~subject~~initial tobusiness ~~rules~~combination, ~~and~~it ~~regulations~~is bypossible ~~various~~that ~~governing~~a ~~bodies,~~majority ~~including,~~of ~~for~~our ~~example,~~directors ~~the~~and ~~SEC,~~officers ~~which~~will ~~are~~live ~~charged~~outside ~~with~~ the ~~protection~~United ~~of investors~~States and ~~the~~all ~~oversight~~ of ~~companies~~our ~~whose~~assets ~~securities~~will ~~are~~be ~~publicly~~located ~~traded,~~outside ~~and~~the toUnited ~~new~~States; ~~and~~therefore ~~evolving~~investors ~~regulatory~~may ~~measures~~not ~~under~~be ~~applicable~~able ~~law. Our efforts~~ to ~~comply~~enforce ~~with~~federal ~~new~~securities ~~and changing~~ laws ~~and~~or ~~regulations~~their ~~have~~other ~~resulted~~legal ~~in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination target~~rights.

~~Moreover,~~ It ~~because~~is ~~these~~possible ~~laws~~that after our initial business combination, ~~regulations~~a majority of our directors and ~~standards~~officers ~~are~~will ~~subject~~reside tooutside ~~varying~~of ~~interpretations,~~the ~~their~~United ~~application~~States inand ~~practice~~all ~~may~~of ~~evolve~~our ~~over~~assets ~~time~~will ~~as new~~be ~~guidance~~located ~~becomes~~outside ~~available~~of the United States. ~~This~~As ~~evolution~~a result, it may ~~result~~be difficult, or in ~~continuing~~some ~~uncertainty~~cases ~~regarding~~impossible, ~~compliance~~for ~~matters~~investors ~~and~~in ~~additional~~the ~~costs~~United ~~necessitated~~States byto ~~ongoing~~enforce ~~revisions~~their legal rights, to ~~our~~effect ~~disclosure~~service ~~and~~of ~~governance~~process ~~practices.~~upon Ifall weof ~~fail~~our directors or officers or to ~~address~~enforce ~~and~~judgments ~~comply~~of ~~with these~~United ~~regulations~~States ~~and~~courts ~~any~~predicated ~~subsequent~~upon ~~changes,~~civil weliabilities ~~may~~and becriminal ~~subject~~penalties toon ~~penalty~~our directors and ~~our~~officers ~~business~~under ~~may~~United beStates ~~harmed~~laws.

~~Risks~~ In ~~Associated~~particular, ~~with~~there ~~Acquiring~~is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and ~~Operating~~enforce ajudgments ~~Business~~of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in ~~Foreign~~the ~~Countries~~United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

If Because we ~~pursue~~intend ato ~~target~~seek ~~company~~a ~~with operations or opportunities outside of the United States for our initial~~ business combination~~, we~~ ~~may~~with ~~face~~a ~~additional~~target ~~burdens~~business in ~~connection~~the ~~with~~healthcare ~~investigating~~industry, ~~agreeing to and completing such initial business combination, and if~~ we ~~effect~~expect ~~such~~our ~~initial~~future ~~business~~operations ~~combination,~~to ~~we would~~ be subject to ~~a variety of additional~~ risks ~~that~~associated ~~may negatively~~with ~~impact~~this ~~our operations~~industry.

If Because we ~~pursue~~intend ato ~~target~~seek a ~~company~~business combination with ~~operations~~a ortarget ~~opportunities~~business ~~outside~~in of the ~~United~~healthcare ~~States~~industry, ~~for~~we expect our ~~initial~~future ~~business~~operations ~~combination,~~to ~~we would~~ be subject to risks associated with ~~cross-border~~this 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 ratesindustry.

If Healthcare werelated ~~effect~~companies ~~our~~are ~~initial~~generally ~~business~~subject ~~combination~~to ~~with~~greater ~~such~~governmental aregulation ~~company~~than most other industries at the U.S. state and federal levels, weand ~~would~~internationally. beIn ~~subject~~recent years, both local and national governmental budgets have come under pressure to ~~any~~reduce ~~special~~spending ~~considerations~~and orcontrol ~~risks~~healthcare ~~associated~~costs, ~~with~~which ~~companies~~could ~~operating~~both adversely affect regulatory processes and public funding available for healthcare products, services and facilities. In March 2010, comprehensive healthcare reform legislation was enacted in ~~an international~~the ~~setting~~United States. These laws are intended to increase health insurance coverage through individual and employer mandates, ~~including~~subsidies ~~any~~offered to lower income individuals, tax credits available to smaller employers and broadening of ~~the~~Medicaid ~~following:~~eligibility.

• While one intent of healthcare reform is to expand health insurance coverage to more individuals, it may also involve additional regulatory mandates and other measures designed to constrain medical costs, including coverage and ~~difficulties~~reimbursement ~~inherent~~for healthcare services. Healthcare reform has had a significant impact on the healthcare sector in ~~managing~~the ~~cross-border~~United States and consequently has the ability to affect companies within the healthcare industry. The ultimate effects of federal healthcare reform or any future legislation or regulation, or healthcare initiatives, if any, on the healthcare sector, whether implemented at the federal or state level or internationally, cannot be predicted with certainty and such reform, legislation, regulation or initiatives may adversely affect the performance of a potential business ~~operations;~~combination.

~~• rules and regulations regarding currency redemption;~~54

Changes ~~Table~~in governmental policies may have a material effect on the demand for or costs of ~~Contents~~certain products and services. A healthcare related company must receive government approval before introducing new drugs and medical devices or procedures. This process may delay the introduction of these products and services to the marketplace, resulting in increased development costs, delayed cost recovery and loss of competitive advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. Failure to obtain governmental approval of a key drug or device or other regulatory action could have a material adverse effect on the business of a target company. Additionally, expansion of facilities by healthcare related providers is subject to “determinations of need” by the appropriate government authorities. This process not only increases the time and cost involved in these expansions, but also makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare related facilities operators.

• Certain ~~complex~~healthcare ~~corporate~~related ~~withholding~~companies ~~taxes~~depend on the exclusive rights or patents for the products they develop and distribute. Patents have a limited duration and, upon expiration, other companies may market substantially similar “generic” products that are typically sold at a lower price than the patented product, causing the original developer of the product to lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. As a result, the expiration of patents may adversely affect the profitability of these companies. The profitability of healthcare related companies may also be affected, among other factors, by restrictions on government reimbursement for medical expenses, rising or falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited product offering, industry innovation, changes in technologies and other market developments. Finally, because the products and services of healthcare related companies affect the health and well-being of many individuals;, these companies are especially susceptible to product liability lawsuits.

• The ~~laws~~healthcare ~~governing~~industry ~~the~~spends ~~manner~~heavily inon ~~which~~research ~~future~~and ~~business~~development. ~~combinations~~Research findings (e.g., regarding side effects or comparative benefits of one or more particular treatments, services or products) and technological innovation (together with patent expirations) may bemake ~~effected;~~any particular treatment, service or product less attractive if previously unknown or underappreciated risks are revealed, or if a more effective, less costly or less risky solution is or becomes available. Any such development could have a material adverse effect on the companies that are target businesses for investment.

• If ~~exchange~~we ~~listing~~do ~~and/or~~not ~~delisting~~consummate ~~requirements;~~an initial business combination within 24 months from the closing of our Initial Public Offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our Trust Account.

• If ~~tariffs~~we do not consummate an initial business combination within 24 months from the closing of our Initial Public Offering, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and ~~trade~~not ~~barriers;~~previously released to us for permitted withdrawals (less 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 24 months from the closing of our Initial Public Offering 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, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, 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 do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association. 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.

~~• regulations related to customs and import/export matters;~~55

• A ~~unexpected~~business ~~changes~~combination inmay be delayed or ultimately prohibited since such initial business combination may be subject to regulatory ~~requirements;~~review and approval, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”).

• Our ~~longer~~sponsor, ~~payment~~Perceptive ~~cycles;~~Capital Solutions Holdings, is a Cayman Islands exempted company and currently owns 2,352,500 Class A ordinary shares. Our sponsor is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman, who are U.S. citizens. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the securities beneficially owned by the sponsor. The sponsor is not “controlled” (as defined in 31 CFR 800.208) by a foreign person, such that the sponsor’s involvement in any business combination would be a “covered transaction” (as defined in 31 CFR 800.213), which CFIUS has jurisdiction to review depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest, and the nature of any information or governance rights involved.

• For ~~tax issues~~example, ~~such~~transactions that result in “control” (as ~~tax~~defined ~~law~~in ~~changes~~31 C.F.R. § 800.208) of a U.S. business by a foreign person are subject to CFIUS jurisdiction. CFIUS also has jurisdiction to review non-”control” transactions that afford a foreign person certain information, governance, and/or ~~variations~~access rights in ~~tax~~a ~~laws~~U.S. business that has a qualifying nexus to “critical technologies,” “covered investment critical infrastructure,” and/or “sensitive personal data” as ~~compared~~those terms are defined in the CFIUS regulations (31 C.F.R. §§ 800.215, 212, 241). Foreign investments in U.S. businesses that deal in “critical technology” or that involve certain foreign government interests may be subject to mandatory pre-closing CFIUS filing requirements. Failure to make a CFIUS filing where one is required may subject the ~~United~~transacting ~~States;~~parties to significant civil fine.

• CFIUS ~~currency~~may ~~fluctuations~~decide to investigate, delay, or block any business combination, or impose conditions with respect to it, which may delay or prevent the parties from consummating any business combination. Because we have only a limited time to complete our initial business combination, our failure to obtain any approvals within the requisite time period may require us to liquidate. In such event, our shareholders will miss the opportunity to benefit from the business combination and ~~exchange~~the ~~controls;~~potential appreciation in value of such investment. Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications may adversely affect our business, including our ability to negotiate and complete our initial business combination.

• We ~~rates~~are subject to laws and regulations, and interpretations and applications of ~~inflation;~~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. 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. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination.

• On ~~challenges~~January 24, 2024, the SEC issued final rules (the “2024 SPAC Rules”), which became effective on July 1, 2024, that formally adopted some of the SEC’s proposed rules for SPACs that were released on March 30, 2022. The 2024 SPAC Rules, among other items, impose additional disclosure requirements in ~~collecting~~Initial ~~accounts~~Public ~~receivable~~Offerings by SPACs and business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and could impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. The 2024 SPAC Rules may materially adversely affect our business, including our ability to negotiate and complete, and the costs associated with, our initial business combination, and results of operations.

~~• cultural and language differences;~~56

• Our ~~underdeveloped~~search orfor ~~unpredictable~~a ~~legal~~business orcombination, ~~regulatory~~and ~~systems;~~any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent and ongoing military action between Russia and Ukraine.

• On ~~corruption;~~February 24, 2022, Russian military forces launched a military action in Ukraine, and sustained conflict and disruption in the region is likely. Although the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, this conflict 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. Russia’s recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military action against Ukraine have led to an unprecedented expansion of sanction programs imposed by the United States, the European Union, the United Kingdom, Canada, Switzerland, Japan and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic.

• The ~~protection~~situation is rapidly evolving as a result of ~~intellectual~~the ~~property;~~conflict in Ukraine, and 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. Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, 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 ~~social~~turbulence ~~unrest,~~and ~~crime,~~instability ~~strikes~~relating to recent and ongoing global conflicts and other drivers of uncertainty may adversely affect our business, ~~riots~~investments and ~~civil~~results ~~disturbances;~~of operations and our ability to successfully consummate a business combination.

• A ~~regime~~deterioration ~~changes~~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 geopolitical tensions or conflicts, 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 ~~upheaval;~~environment, political instability, armed conflict (such as the ongoing military conflict between Ukraine and Russia, the war in Iran and the broader conflict and escalating tensions in the Middle East) 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.

• Risks ~~terrorist~~Relating ~~attacks,~~to ~~natural~~our ~~disasters, widespread health emergencies and wars; and~~Securities

• The ~~deterioration~~securities in which we invest the funds held in the Trust Account could bear a negative rate of ~~political~~interest, ~~relations~~which ~~with~~could reduce the ~~United~~value ~~States~~of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

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 combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.57

We The ~~may~~proceeds ~~pursue~~held in the Trust Account will be held in cash, including in demand deposit accounts at a ~~target~~bank, ~~company~~or invested only in U.S. government treasury obligations with ~~operations~~a maturity of 185 days or ~~opportunities~~less ~~outside~~or ofin money market funds meeting certain conditions under Rule 2a-7 under the ~~United~~Investment ~~States~~Company ~~for~~Act, ~~our~~which ~~initial~~invest ~~business~~only ~~combination~~in direct U.S. ~~Managing~~government treasury obligations. While short-term U.S. government treasury obligations currently yield a ~~business,~~ ~~operations~~positive rate of interest, ~~personnel~~they orhave ~~assets~~briefly yielded negative interest rates in ~~another~~recent ~~country~~years. isCentral ~~challenging~~banks in Europe and ~~costly.~~Japan ~~Any~~pursued ~~management~~interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that weit may ~~have~~in ~~(whether~~the ~~based~~future ~~abroad~~adopt orsimilar policies in the UUnited States.~~S.)~~ ~~may~~In bethe ~~inexperienced~~event inthat ~~cross-border~~we are unable to complete our initial business ~~practices~~combination or make certain amendments to our amended and ~~unaware~~restated ofmemorandum ~~significant differences~~and inarticles ~~accounting~~of ~~rules~~association, ~~legal~~our ~~regimes~~public ~~and~~shareholders ~~labor~~are ~~practices.~~entitled ~~Even~~to ~~with~~receive atheir ~~seasoned~~pro-rata ~~and~~share ~~experienced~~of ~~management~~the ~~team,~~proceeds held in the ~~costs~~Trust ~~and~~Account, ~~difficulties~~plus ~~inherent~~any interest income, net of permitted withdrawals (less, in ~~managing~~the ~~cross-border~~case we are unable to complete our initial business ~~operations~~combination, ~~personnel~~$100,000 ~~and~~of ~~assets~~interest ~~can~~to bepay ~~significant~~dissolution ~~(and much~~expenses). ~~higher~~Negative ~~than~~interest rates could reduce the value of the assets held in atrust ~~purely~~such ~~domestic~~that ~~business)~~the ~~and~~per-share ~~may~~redemption ~~negatively~~amount ~~impact~~received ~~our~~by ~~financial~~public ~~and~~shareholders ~~operational~~may ~~performance~~be less than $10.00 per share.

60 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 ~~Table~~amended and restated memorandum and articles of ~~Contents~~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, the ability of the board of directors to designate the terms of and issue new series of preference shares and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the election of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

If Our ~~social~~amended ~~unrest,~~and ~~acts~~restated ofmemorandum ~~terrorism,~~and ~~regime~~articles ~~changes,~~of ~~changes~~association inprovide ~~laws~~that ~~and~~the ~~regulations,~~courts ~~political~~of ~~upheaval~~the orCayman ~~policy~~Islands ~~changes~~will ~~or enactments~~be ~~occur~~the inexclusive aforums ~~country~~for incertain ~~which~~disputes webetween ~~may~~us ~~operate~~and ~~after~~our weshareholders, ~~effect~~which could limit our ~~initial~~shareholders’ ~~business~~ability ~~combination,~~to itobtain ~~may~~a ~~result~~favorable injudicial aforum ~~negative~~for ~~impact~~complaints onagainst us or our ~~business~~directors, officers or employees.

In Our ~~the~~amended ~~event~~and restated memorandum and articles of association provide that unless we ~~acquire~~consent ain ~~non-U.S.~~writing ~~target~~to the selection of an alternative forum, ~~political~~the ~~events~~courts inof ~~another~~the ~~country~~Cayman ~~may~~Islands ~~significantly~~shall ~~affect~~have exclusive jurisdiction over any claim or dispute arising out of or in connection with our ~~business~~amended and restated memorandum and articles of association or otherwise related in any way to each member’s shareholding in the Company, ~~assets~~including but not limited to (i) any derivative action or ~~operations.~~proceeding ~~Social unrest~~brought on our behalf, ~~acts~~(ii) any action asserting a claim of ~~terrorism~~breach of any fiduciary or other duty owed by any of our current or former director, ~~regime~~officer ~~changes~~or other employee to us or our shareholders, ~~changes~~(iii) inany ~~laws~~action asserting a claim arising pursuant to any provision of the Companies Act or our amended and ~~regulations,~~restated ~~political~~memorandum ~~upheaval~~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 of America) and ~~policy~~that ~~changes~~each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or ~~enactments~~disputes. ~~could~~The ~~negatively~~forum ~~impact~~selection provision in our ~~business~~amended inand restated memorandum and articles of association will 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 of America are, as a ~~particular~~matter ~~country~~of the laws of the United States of America, the sole and exclusive forum for determination of such a claim.

If Our ~~our~~amended ~~management~~and ~~following~~restated ~~our~~memorandum ~~initial~~and ~~business~~articles ~~combination~~of isassociation ~~unfamiliar~~also ~~with~~provide ~~United~~that, ~~States~~without ~~securities~~prejudice ~~laws,~~to ~~they~~any other rights or remedies that we may have, ~~to expend~~each ~~time~~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 ~~resources~~that ~~becoming~~accordingly ~~familiar~~we ~~with~~shall ~~such~~be ~~laws~~entitled, ~~which~~without ~~could~~proof ~~lead~~of special damages, to ~~various~~the ~~regulatory~~remedies ~~issues~~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.

~~Following~~ This ~~our~~choice ~~initial~~of ~~business~~forum ~~combination,~~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 ~~management~~directors, officers or other employees, which may ~~resign~~discourage ~~from~~lawsuits ~~their~~against ~~positions~~us asand our directors, officers and other employees. Any person or ~~directors~~entity purchasing or otherwise acquiring any of ~~the~~our ~~company~~shares ~~and~~or ~~the~~other ~~management~~ securities, whether by transfer, sale, operation of ~~the~~law ~~target~~or ~~business~~otherwise, atshall ~~the~~be ~~time~~deemed to have notice of ~~the~~and ~~business~~have ~~combination~~irrevocably ~~will~~agreed ~~remain~~and inconsented ~~place~~to these provisions. ~~Management~~There ofis uncertainty as to whether a court would enforce such provisions, and the ~~target~~enforceability ~~business~~of ~~may~~similar ~~not~~choice beof ~~familiar~~forum ~~with~~provisions ~~United~~in ~~States~~other ~~securities~~companies’ ~~laws.~~charter Ifdocuments ~~new~~has ~~management~~been challenged in legal proceedings. It is ~~unfamiliar~~possible ~~with~~that ~~United~~a ~~States~~court ~~securities~~could ~~laws,~~find ~~they may~~this ~~have~~type of provisions to ~~expend~~be ~~time~~inapplicable or unenforceable, and ~~resources~~if ~~becoming~~a ~~familiar~~court ~~with~~were ~~such~~to ~~laws.~~find ~~This~~this ~~could~~provision bein ~~expensive~~our amended and ~~time-consuming~~restated memorandum and ~~could~~articles ~~lead~~of association to ~~various~~be ~~regulatory~~inapplicable ~~issues~~or ~~which~~unenforceable in an action, we may ~~adversely~~incur ~~affect~~additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our ~~operations~~business and financial performance.

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 will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.58

~~The~~Table ~~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.Contents

~~Exchange~~ The ~~rate~~grant ~~fluctuations~~of ~~and~~registration ~~currency~~rights ~~policies~~to our shareholders may ~~cause~~make ait ~~target~~more difficult to complete our initial business’ ~~ability~~combination, toand ~~succeed~~the infuture exercise of such rights may adversely affect the ~~international~~market ~~markets~~price ~~to be~~of ~~diminished~~our Class A ordinary shares.

In Pursuant to the ~~event~~Registration weand ~~acquire~~Shareholder aRights ~~non-U.S. target~~Agreement, ~~all~~by ~~revenues~~ and ~~income~~between ~~would~~the ~~likely~~sponsor beand ~~received~~certain insecurity aholders, ~~foreign~~dated ~~currency~~June 13, ~~and~~2024 (the ~~dollar~~“Registration ~~equivalent~~Rights Agreement”), entered into in connection with the closing of our ~~net~~ ~~assets~~Initial ~~and~~Public ~~distributions~~Offering, ifour ~~any,~~sponsor ~~could~~and beits ~~adversely~~permitted ~~affected~~transferees bycan ~~reductions~~demand inthat we register the ~~value~~Class ofA ~~the~~ordinary ~~local~~shares ~~currency.~~into ~~The~~which ~~value~~Founder ofShares are convertible and the ~~currencies~~Private inPlacement ~~our~~Shares, ~~target~~including ~~regions~~the ~~fluctuate~~Private ~~and~~Placement ~~are~~Shares ~~affected~~that ~~by,~~may ~~among~~be ~~other~~issued ~~things,~~upon ~~changes~~conversion inof ~~political~~Working ~~and~~Capital ~~economic conditions~~Loans. ~~Any~~We ~~change~~will inbear the ~~relative~~cost ~~value~~of registering these securities. The registration and availability of such ~~currency~~a ~~against~~significant ~~our~~number ~~reporting~~of ~~currency~~securities for trading in the public market may ~~affect~~have an adverse effect on the ~~attractiveness~~market price of ~~any~~our ~~target~~Class ~~business~~A orordinary shares. In addition, ~~following~~the ~~consummation~~existence of the registration rights may make our initial business combination, ~~our~~more ~~financial~~costly ~~condition~~or ~~and~~difficult ~~results~~to ~~of operations~~conclude. ~~Additionally,~~This ifis abecause ~~currency~~the ~~appreciates~~shareholders inof ~~value~~the ~~against~~target business may increase the ~~dollar~~equity ~~prior~~stake they seek in the combined entity or ask for more cash consideration to offset the ~~consummation~~negative impact on the market price of our ~~initial~~securities ~~business~~that ~~combination~~is expected when the securities owned by our shareholders, the ~~cost~~underwriter, holders of aWorking ~~target~~Capital ~~business~~Loans asor ~~measured~~their inpermitted ~~dollars~~transferees ~~will~~are ~~increase~~registered for resale. As discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments,” ~~which~~the ~~may~~Investor ~~make~~Rights itAgreement ~~less~~(as ~~likely~~defined ~~that~~below) ~~we are~~will ~~able~~be toamend ~~consummate~~and ~~such~~restate ~~transaction~~the Registration Rights Agreement in connection with the closing of the Proposed Freenome Business Combination (the “Closing”).

~~We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such~~ ~~jurisdiction~~ Risks ~~may~~Relating ~~govern~~to ~~some or all of~~ our ~~future~~Sponsor ~~material agreements~~ and weManagement ~~may not be able to enforce our legal rights.~~Team

In We ~~connection~~are ~~with~~dependent ~~our~~upon ~~initial business combination, we may relocate the home jurisdiction of~~ our ~~business~~executive ~~from~~officers ~~the~~and ~~Cayman~~directors ~~Islands~~and totheir ~~another jurisdiction. If we determine to do this~~loss, ~~the laws of such jurisdiction may govern some~~ or ~~all~~a ofreduction ~~our~~in ~~future material agreements. The system of laws and~~ the ~~enforcement~~amount of ~~existing~~time ~~laws~~they incan ~~such~~dedicate ~~jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability~~ to ~~enforce~~our orinitial ~~obtain~~business acombination, ~~remedy~~could ~~under~~adversely ~~any~~affect of our ~~future~~ability ~~agreements~~to ~~could result in a significant loss of business, business opportunities or capital~~operate.

61 Our operations are dependent upon a relatively small group of individuals and, in particular, our executive 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 executive 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 executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

Our ~~Table~~ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of ~~Contents~~our key personnel, some of whom may join us following our initial business combination. The loss of key personnel or the hiring of ineffective personnel after our initial business combination could negatively impact the operations and profitability of our post-combination business.

~~Many~~ Our ~~countries~~ability ~~have~~to ~~difficult~~successfully ~~and~~effect ~~unpredictable~~our ~~legal~~initial ~~systems~~business combination and ~~underdeveloped~~be ~~laws~~successful ~~and~~thereafter ~~regulations~~may be dependent upon the efforts of our key personnel or a target’s key personnel. 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 ~~are~~some ~~unclear~~or ~~and~~all ~~subject~~of the management of the target business will remain in place. We cannot assure you that our assessment of these individuals will prove to ~~corruption~~be ~~and inexperience,~~correct. ~~which~~These individuals may ~~adversely~~be ~~impact~~unfamiliar ~~our~~with ~~results~~the requirements of ~~operations~~operating a company regulated by the SEC, which could cause us to have to expend time and ~~financial~~resources ~~condition~~helping them become familiar with such requirements.

In 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.59

~~Delay~~ Our key personnel may negotiate employment or consulting agreements with ~~respect~~a totarget ~~the~~business ~~enforcement~~in ofconnection with a particular ~~rules~~business combination, and ~~regulations,~~a ~~including~~particular ~~those~~business ~~relating~~combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to ~~customs,~~receive ~~tax,~~compensation ~~environmental~~following our initial business combination and ~~labor~~as a result, ~~could~~ may cause ~~serious~~them ~~disruption~~ to ~~operations~~have ~~abroad~~conflicts ~~and~~of ~~negatively~~interest ~~impact~~in ~~our~~determining ~~results~~whether a particular business combination is the most advantageous.

~~ITEM~~ Our 1Bkey 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. ~~UNRESOLVED~~Such ~~STAFF~~negotiations ~~COMMENTS~~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. In addition, pursuant to the Registration Rights Agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the Registration Rights Agreement. As discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments,” the Investor Rights Agreement will amend and restate the Registration Rights Agreement in connection with the Closing.

~~Not~~ The ~~Applicable~~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.

~~ITEM~~ The 1Crole of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. ~~CYBERSECURITY~~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.

We Our ~~are~~executive aofficers ~~special~~and ~~purpose~~directors ~~acquisition~~will ~~company~~allocate ~~with~~their notime ~~business~~to ~~operations.~~other ~~Since~~businesses ~~our~~thereby ~~Initial~~causing ~~Public~~conflicts ~~Offering,~~of ~~our~~interest ~~sole~~in ~~business~~their ~~activity~~determination ~~has~~as ~~been~~to ~~identifying~~how ~~and~~much ~~evaluating suitable~~time ~~acquisition~~to ~~transaction~~devote ~~candidates~~to ~~for~~our ~~business combination~~affairs. ~~Therefore,~~This weconflict doof ~~not~~interest ~~consider~~could ~~that~~have wea ~~face~~negative ~~significant~~impact ~~cybersecurity~~on ~~risks~~our ability to complete our initial business combination.

We Our ~~have~~executive officers and directors are not ~~adopted~~required ~~any~~to, ~~cybersecurity~~and ~~risk~~will ~~management~~not, ~~program~~commit ortheir ~~formal~~full ~~procedures~~time ~~for~~to ~~assessing~~our ~~cybersecurity~~affairs, ~~risks.~~which ~~Our~~may ~~management~~result isin ~~generally~~a ~~responsible~~conflict ~~for~~of ~~assessing~~interest in allocating their time between our operations and ~~managing~~our ~~any~~search ~~cybersecurity~~for ~~threats.~~a Ifbusiness combination and ~~when~~their ~~any~~other ~~reportable~~businesses. ~~cybersecurity~~We ~~incident~~do ~~arises,~~not ~~our~~intend ~~management~~to ~~shall~~have ~~promptly~~any ~~report~~full-time ~~such~~employees ~~matters~~prior to the completion of our ~~Board~~ initial business combination. Each of our executive officers is engaged in several other business endeavors for ~~further~~which ~~actions~~he may be entitled to substantial compensation, ~~including~~and ~~the~~our ~~implementation~~executive ~~of mitigation~~officers ~~measures~~are ornot ~~other~~obligated ~~response~~to orcontribute ~~actions~~any ~~that~~specific ~~the~~number ~~Board~~of ~~deems~~hours ~~appropriate~~per week to ~~take~~our affairs.

~~Since~~ Our ~~the~~independent ~~completion~~directors ofalso ~~our~~serve ~~Initial~~as ~~Public~~officers ~~Offering~~and board members for other entities. If our executive officers’ and asdirectors’ ofother ~~the~~business ~~date~~affairs ofrequire ~~this~~them ~~Annual~~to ~~Report,~~devote wesubstantial ~~have~~amounts ~~not~~of ~~experienced~~time ~~any~~to ~~cybersecurity~~such ~~threats~~affairs ~~that~~in ~~have~~excess ~~materially~~of ~~affected~~their current commitment levels, orit ~~that~~could welimit ~~believe~~their ~~are~~ability ~~reasonably~~to ~~likely~~devote time to ~~materially~~our ~~affect,~~affairs ~~us,~~which ~~including~~may ~~our~~have ~~business~~a ~~strategies,~~negative ~~results~~impact ofon ~~operations,~~our orability ~~financial~~to ~~condition~~complete our initial business combination.

~~ITEM~~ Our 2.officers ~~PROPERTIES~~and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

We Until ~~currently~~we ~~maintain~~consummate our ~~executive~~initial ~~offices~~business atcombination, 51we ~~Astor~~intend ~~Place,~~to ~~10th Floor,~~engage ~~New~~in ~~York,~~the ~~New~~business ~~York~~of ~~10003.~~identifying ~~The~~and ~~cost~~combining ~~for~~with ~~our~~one ~~use~~or more businesses. Each of ~~this~~our ~~space~~officers isand ~~included~~directors presently has, and any of them in the ~~$15~~future may have,~~000~~ ~~per~~additional ~~month~~fiduciary ~~fee~~or wecontractual obligations to other entities pursuant to which such officer or director is or will ~~pay~~be required to ~~our~~present ~~sponsor~~a ~~for~~business ~~office~~combination ~~space~~opportunity to such entity, ~~administrative~~subject ~~and~~to ~~support~~his ~~services~~or her fiduciary duties under Cayman Islands law. WeAccordingly, ~~consider~~they ~~our~~may ~~current~~have ~~office~~conflicts ~~space~~of ~~adequate~~interest ~~for~~in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our ~~current~~ ~~operations~~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.

~~ITEM 3. LEGAL PROCEEDINGS~~60

~~ITEM~~ In 4addition, our Founders and our directors and officers, Perceptive Advisors, or its affiliates may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. ~~MINE~~Accordingly, ~~SAFETY~~they ~~DISCLOSURES~~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 such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

~~Not~~ Certain ~~Applicable~~of our officers and directors have or will have direct and indirect economic interests in us and/or our sponsor after the consummation of our Initial Public Offering and such interests may potentially conflict with those of our public shareholders as we evaluate and decide whether to recommend a potential business combination to our public shareholders.

62 Certain of our officers and directors may own membership interests in our sponsor and indirect interests in our Class B ordinary shares and Private Placement Shares which may result in interests that differ from the economic interests of the investors in our Initial Public Offering, which includes making a determination of whether a particular target business is an appropriate business with which to effectuate our initial business combination. There may be a potential conflict of interest between our officers and directors that hold interests in our sponsor and our public shareholders that may not be resolved in favor of our public shareholders.

Our ~~Table~~executive ofofficers, ~~Contents~~directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

~~PART~~ We IIhave not adopted a policy that expressly prohibits our directors, executive 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 executive officers. 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.

~~ITEM~~ The 5personal 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. ~~MARKET~~Consequently, ~~FOR~~our ~~REGISTRANT~~directors’S ~~COMMON~~and ~~EQUITY~~officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, ~~RELATED~~conditions ~~SHAREHOLDER~~and ~~MATTERS~~timing ~~AND~~of ~~ISSUER~~a ~~PURCHASES~~particular OFbusiness ~~EQUITY~~combination ~~SECURITIES~~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.

~~Market~~ We ~~Information~~may ~~for~~engage ~~Common~~in ~~Shares~~a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or shareholders which may raise potential conflicts of interest.

In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or shareholders. Our ~~Class~~directors Aalso ~~Ordinary~~serve ~~Shares~~as officers and board members for other entities. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are ~~listed~~seeking an initial business combination. Such entities may compete with us for ~~trading~~business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, ~~The~~or ~~Nasdaq~~targeting, ~~Capital~~any ~~Market~~transaction ~~under~~with any affiliated entities, we would 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 or an independent valuation or accounting firm regarding the ~~symbol~~fairness ~~“PCSC”~~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, executive officers, directors or shareholders, 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.

~~Holders of Record~~61

~~Dividend~~ Our ~~Policy~~management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

We ~~have~~may ~~not~~structure ~~paid~~our ~~any~~initial ~~cash~~business ~~dividends~~combination onso ~~our~~that ~~ordinary~~the ~~shares~~post-business tocombination ~~date~~company ~~and~~in dowhich ~~not~~our ~~intend~~public toshareholders ~~pay~~own ~~cash~~shares ~~dividends~~will ~~prior~~own toless than 100% of the ~~completion~~equity interests or assets of ~~our~~a ~~initial~~ target business, but we will only complete such business combination. ~~The~~if ~~payment~~the post-business combination company owns or acquires 50% or more of ~~cash~~the ~~dividends~~outstanding voting securities of the target or otherwise acquires a controlling interest in the ~~future~~target ~~will~~business sufficient for us not to be ~~dependent~~required ~~upon~~to ~~our~~register ~~revenues~~as ~~and~~an ~~earnings,~~investment ifcompany under the Investment Company Act. We will not consider any, ~~capital~~transaction ~~requirements~~that ~~and~~does ~~general~~not ~~financial~~meet ~~condition~~such ~~subsequent~~criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target, our shareholders prior to the completion of our initial business combination. ~~The~~may ~~payment of~~collectively ~~any~~own ~~cash~~a ~~dividends~~minority ~~subsequent~~interest in the post-business combination company, depending on valuations ascribed to ~~our~~the ~~initial~~target and us in the business combination. ~~will~~For beexample, ~~within~~we ~~the~~could ~~discretion~~pursue a transaction in which we issue a substantial number of ~~our~~new ~~board~~Class A ordinary shares in exchange for all of ~~directors~~the atoutstanding ~~such~~capital ~~time~~stock of a target. ~~Further,~~In ifthis case, we ~~incur~~would ~~any~~acquire ~~indebtedness~~a 100% interest in ~~connection~~the ~~with~~target. However, as a ~~business~~result ~~combination~~of the issuance of a substantial number of new Class A ordinary shares, our ~~ability~~shareholders immediately prior to ~~declare dividends~~such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may besubsequently ~~limited~~combine bytheir ~~restrictive~~holdings ~~covenants~~resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may ~~agree~~make it more likely that our management will not be able to inmaintain ~~connection~~control ~~therewith~~of the target business.

~~Purchases~~ Since our sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our Initial Public Offering), a conflict of ~~Equity~~interest ~~Securities~~may byarise ~~the~~in ~~Issuer~~determining ~~and~~whether ~~Affiliated~~a ~~Persons~~particular business combination target is appropriate for our initial business combination.

~~None~~ On March 27, 2024, our sponsor paid $25,000 to cover certain expenses on our behalf in exchange for the issuance of 2,156,250 Founder Shares, or approximately $0.01 per share. In April 2024, our sponsor transferred 30,000 Founder Shares to each of Mark C. McKenna, Kenneth Song and Harlan W. Waksal. Such shares held by our independent directors will not be subject to forfeiture in the event the underwriter’s over-allotment option is not exercised. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the Founder Shares was determined by dividing the amount so paid by the number of Founder Shares issued in consideration therefor. Holders of our Founder Shares and Private Placement Shares have agreed to waive their right to receive distributions from our Trust Account in connection with a redemption of our public shares. In addition, simultaneously with the closing of our Initial Public Offering, our sponsor purchased 286,250 Private Placement Shares, at a price of $10.00 per share ($2,862,500 in the aggregate), in a Private Placement. The personal and financial interests of our executive 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 24-month anniversary of the closing of our Initial Public Offering nears, which is the deadline for our consummation of an initial business combination.

~~ITEM~~ We 6.may ~~[RESERVED]~~not have sufficient funds to satisfy indemnification claims of our sponsor, Perceptive Advisors, directors and officers.

63 We have agreed to indemnify our sponsor, Perceptive Advisors and our officers and directors to the fullest extent permitted by law. However, our sponsor, Perceptive Advisors and 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 sponsor, Perceptive Advisors and our officers and directors may discourage shareholders from bringing a lawsuit against our sponsor, Perceptive Advisors and 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 sponsor, Perceptive Advisors and 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.

~~Table of Contents~~ 62

~~The~~ Members ~~following discussion and analysis~~ of ~~the~~our ~~Company’s~~management ~~financial~~team ~~condition~~ and ~~results~~board of ~~operations~~directors ~~should~~have besignificant ~~read~~experience ~~in conjunction~~as ~~with~~founders, ~~our~~board ~~audited~~members, ~~financial~~officers, ~~statements~~executives ~~and~~or ~~the~~employees ~~notes~~of ~~related~~other ~~thereto which are included in “Item 8~~companies. ~~Financial~~Certain ~~Statements~~of ~~and~~those ~~Supplementary~~persons ~~Data”~~are ofnow, ~~this~~have ~~Annual~~been, ~~Report~~may onbe, ~~Form~~or ~~10-K.~~may ~~Certain~~become, ~~information~~involved ~~contained~~ in ~~the~~litigation, ~~discussion~~investigations ~~and analysis~~or ~~set~~other ~~forth~~proceedings, ~~below~~including ~~includes~~related ~~forward-looking~~to ~~statements.~~those ~~Our~~companies ~~actual~~or ~~results~~otherwise. ~~may~~The ~~differ~~defense ~~materially~~or ~~from~~prosecution ~~those~~of ~~anticipated~~these inmatters ~~these~~could ~~forward~~be time-~~looking~~consuming ~~statements~~and ascould adivert ~~result~~our ofmanagement’s ~~many factors~~attention, ~~including~~and ~~those~~may ~~set~~have ~~forth~~an ~~under~~adverse ~~“Special~~effect ~~Note~~on ~~Regarding Forward-Looking Statements~~us,” ~~“Item~~which ~~1A.~~may ~~Risk~~impede ~~Factors”~~our ~~and~~ability ~~elsewhere~~to inconsummate ~~this~~an ~~Annual~~initial ~~Report~~business ~~on Form 10-K~~combination.

~~Overview~~ During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. As a result of their involvement and positions in these companies, certain of those persons are now, have been, may be or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Individual members of our management team and board of directors also may become involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result of their personal conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such actions and potentially subject to personal liability. Any such liability may or may not be covered by insurance and/or indemnification, depending on the facts and circumstances. The defense or prosecution of these matters could be time-consuming. Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the attention and resources of our management team and board of directors 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.

We Members ~~are~~of aour ~~blank~~management ~~check~~team ~~company~~and ~~incorporated~~affiliated ascompanies amay ~~Cayman~~have ~~Islands exempted company on March 22~~been, ~~2024.~~and Wemay ~~were~~in ~~formed for~~ the ~~purpose~~future ofbe, ~~effecting~~involved ~~a Business~~in ~~Combination.~~civil ~~Our~~disputes ~~sponsor~~or isgovernmental ~~Perceptive~~investigations ~~Capital~~unrelated ~~Solutions Holdings. We intend~~ to ~~effectuate~~ our ~~Business Combination using cash derived from the proceeds of the Initial Public Offering, our shares, debt or a combination of cash, shares and debt~~business.

We Members ~~expect~~of our management team have been (and intend to ~~continue~~be) involved in a wide variety of businesses. Such involvement has, and may lead to, ~~incur~~media ~~significant~~coverage ~~costs~~and inpublic ~~the~~awareness. ~~pursuit~~As a result, members of our ~~acquisition~~management ~~plans~~team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. WeFor ~~cannot~~instance, ~~assure~~on ~~you~~September 6, 2022, the SEC issued an order finding, among other things, that Perceptive Advisors failed to timely disclose certain conflicts of interest regarding its personnel’s ownership of sponsors of SPACs into which Perceptive Advisors advised its clients to invest. Any similar claims or investigations, in which our ~~plans~~management team and affiliated companies may become involved, may be detrimental to our reputation and could negatively affect our ability to identify and complete ~~a Business~~an ~~Combination~~initial ~~will~~business becombination ~~successful~~and may have an adverse effect on the price of our securities.

~~Results~~ Our ofletter ~~Operations~~agreement with our sponsor, officers, directors and advisors may be amended without shareholder approval.

We Our ~~have~~letter ~~neither~~agreement ~~engaged~~with our sponsor, officers and directors contains provisions relating to transfer restrictions of our Founder Shares and Private Placement Shares, indemnification of the Trust Account, waiver of redemption rights and participation in ~~any~~liquidating ~~operations~~distributions ~~nor~~from ~~generated~~the Trust Account. The letter agreement may be amended without shareholder approval with our written consent as well as the written consent of the sponsor and our directors and officers to the extent they are the subject of any ~~revenues~~change, amendment, modification or waiver to ~~date~~the letter agreement. ~~Our~~The ~~only~~written ~~activities~~consent of Jefferies LLC will also be required for an amendment of a provision of the letter agreement that subjects the sponsor and our directors and officers to certain of the restrictions included in the underwriting agreement and pursuant to which the sponsor and our officers and directors agree that, for a period of 180 days from ~~March~~June 2211, 2024, ~~(inception)~~they ~~through~~will ~~December 31~~not, ~~2024~~without ~~were~~the ~~organizational~~prior ~~activities~~written consent of Jefferies LLC, ~~those~~offer, ~~necessary~~sell, contract to ~~prepare~~sell, ~~for~~pledge ~~the~~or ~~Initial~~otherwise ~~Public~~dispose ~~Offering~~of, ~~described~~directly ~~below~~or indirectly, ~~and~~Class ~~identifying~~A aordinary ~~target~~shares ~~company~~or any other securities convertible into, or exercisable, or exchangeable for, aClass ~~Business~~A ~~Combination~~ordinary shares. WeWhile we do not expect our board to ~~generate~~approve any ~~operating~~amendment ~~revenues~~to ~~until~~the ~~after~~letter ~~the completion~~agreement ofprior to our ~~Business~~initial ~~Combination.~~business Wecombination, ~~generate~~it ~~non-operating~~may ~~income~~be possible that our board, in ~~the~~exercising ~~form~~its ofbusiness ~~interest~~judgment ~~income~~and onsubject ~~marketable~~to ~~securities~~its ~~held~~fiduciary induties, chooses to approve one or more amendments to the ~~Trust~~letter ~~Account~~agreement. WeAny ~~incur~~such ~~expenses~~amendments asto athe ~~result~~letter ofagreement ~~being~~would anot ~~public~~require ~~company~~approval ~~(for~~from ~~legal,~~our ~~financial~~shareholders ~~reporting, accounting~~ and ~~auditing~~may ~~compliance),~~have asan ~~well~~adverse aseffect ~~for~~on ~~due~~the ~~diligence~~value ~~expenses~~of an investment in our securities.

For the period from March 22, 2024 (inception) through December 31, 2024, we had net income $1,910,392, which consists of interest income on cash and investments held in the Trust Account of $2,366,001 and an unrealized gain on interest earned on cash and marketable securities of $38,396, partially offset by operating costs of $494,005.63

~~On June 13, 2024, we consummated the Initial Public Offering of 8,625,000 Class A ordinary shares, par value $0.0001 per share (the “Public~~ ~~Shares”),~~ General ~~which~~Risk included the full exercise by the underwriter of the Initial Public Offering (the “underwriter”) of its over-allotment option in the amount of 1,125,000 Class A ordinary shares, at $10.00 per share, generating gross proceeds ofFactors $86,250,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 286,250 Class A ordinary shares to the sponsor at a price of $10.00 per share, generating gross proceeds of $2,862,500.

~~For the period from March 22, 2024 (inception) through December 31, 2024, cash used in operating activities was $353,623. Net income of $1,910,392~~ ~~was~~ Our ~~affected~~independent byregistered ~~interest~~public ~~earned~~accounting onfirm’s ~~cash~~report ~~and~~contains ~~marketable securities held in the Trust Account of $2,366,001 and~~ an ~~unrealized~~explanatory ~~gain~~paragraph onthat ~~interest~~expresses ~~earned~~substantial ondoubt ~~cash~~about ~~and~~our ~~marketable~~ability ~~securities~~to ofcontinue ~~$38,396,~~as ~~changes in operating assets and liabilities of $95,805 and~~ a ~~payment~~“going ~~of operating costs through a promissory note of $44,577~~concern”.

As of December 31, ~~2024~~2025, we had ~~cash and investments held in the Trust Account of~~ $88865,~~654,397~~031 ~~(including~~in ~~approximately~~its ~~$2,366,001~~operating ofbank ~~interest income~~account and ~~unrealized gain of $38,396) consisting of U.S. Treasury Bills with a maturity of 185 days or less. The Company may withdraw interest earned on the Trust Account for~~ working capital ~~requirements~~deficit ~~subject to an annual limit~~ of $~~300~~1,~~000~~346, ~~and/or~~674. toFurther, ~~pay~~we ~~the~~have ~~Company’s~~incurred ~~taxes~~and ~~(which~~expect ~~shall~~to ~~not~~continue ~~be subject~~ to ~~the~~incur ~~$300,000~~significant ~~annual~~costs ~~limitation~~in ~~described~~pursuit inof ~~the~~our ~~foregoing)~~finance ~~(“Permitted~~and ~~Withdrawals”)~~acquisition plans, ~~divided~~including by the ~~number~~consummation of ~~the~~an ~~then-outstanding~~initial ~~Public~~business ~~Shares~~combination. We ~~intend~~cannot toassure ~~use~~you ~~substantially~~that ~~all~~our ~~of the~~plans ~~funds~~to ~~held~~raise inadditional ~~the~~capital ~~Trust~~or ~~Account,~~to ~~including~~consummate ~~any~~an ~~amounts~~initial ~~representing~~business ~~interest~~combination ~~earned~~will onbe ~~the~~successful. ~~Trust~~These ~~Account~~factors, ~~(less~~among ~~income taxes payable)~~others, toraise ~~complete~~substantial ~~our~~doubt ~~Business~~about ~~Combination. To the extent that~~ our ~~share~~ability ~~capital~~to orcontinue ~~debt is used, in whole or in part,~~ as ~~consideration~~a togoing ~~complete~~concern. ~~our~~The ~~Business~~financial ~~Combination,~~statements ~~the~~contained ~~remaining~~elsewhere ~~proceeds held~~ in ~~the~~this ~~Trust~~Annual ~~Account~~Report ~~will~~do benot ~~used~~include asany ~~working~~adjustments ~~capital~~that tomight ~~finance~~result ~~the~~from ~~operations~~our ofinability ~~the~~to ~~target~~continue ~~business~~as ora ~~businesses,~~going ~~make other acquisitions and pursue our growth strategies~~concern.

64 Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We ~~Table~~depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of ~~Contents~~third parties with which we may deal. Sophisticated and del berate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, 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 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 adverse consequences on our business and lead to financial loss.

As Changes ofin ~~December~~laws ~~31,~~or ~~2024~~regulations, weor ~~had~~a ~~cash~~failure ofto ~~$1,129,684~~comply ~~and~~with ~~working~~any ~~capital~~laws ofand $1regulations,~~033,879.~~ Wemay ~~intend~~adversely toaffect ~~use~~our ~~the~~business, ~~funds~~including ~~held~~our ~~outside~~ability ~~the Trust Account primarily~~ to ~~identify~~negotiate and ~~evaluate~~complete ~~target~~our ~~businesses,~~initial ~~perform~~ business ~~due diligence on prospective target businesses~~combination, ~~travel to~~ and ~~from~~results ~~the offices, plants or similar locations~~ of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combinationoperations.

In We ~~order~~are subject to ~~fund~~laws ~~working~~and ~~capital~~regulations ~~deficiencies~~enacted orby ~~finance~~national, ~~transaction~~regional ~~costs~~and inlocal ~~connection~~governments. ~~with~~In ~~a Business Combination~~particular, ~~the~~we ~~sponsor,~~will ~~affiliates~~be ~~of the~~required ~~sponsor~~to orcomply ~~our~~with ~~officers~~certain SEC and ~~directors~~other ~~may,~~legal ~~but~~requirements. ~~are~~Compliance ~~not~~with, ~~obligated~~and tomonitoring of, ~~loan~~applicable uslaws ~~funds~~and asregulations may be ~~required. If we complete a Business Combination~~difficult, wetime ~~would~~consuming ~~repay~~and ~~such loaned amounts~~costly. InThose ~~the~~laws ~~event~~and ~~that~~regulations aand ~~Business~~their ~~Combination~~interpretation ~~does~~and ~~not~~application ~~close,~~may wealso ~~may~~change ~~use a~~from ~~portion~~time ofto ~~the~~time ~~working~~and ~~capital~~those ~~held~~changes ~~outside~~could ~~the~~have ~~Trust~~a ~~Account~~material toadverse ~~repay~~effect ~~such~~on ~~loaned~~our ~~amounts~~business, ~~but~~investments noand ~~proceeds~~results ~~from~~of ~~our~~operations. ~~Trust~~In ~~Account~~addition, ~~would~~a befailure ~~used~~to ~~for~~comply ~~such~~with ~~repayment.~~applicable Uplaws toor $3regulations,~~000,000~~ ofas ~~such~~interpreted ~~Working~~and ~~Capital~~applied, ~~Loans~~could ~~may~~have bea ~~convertible~~material ~~into~~adverse ~~shares~~effect ofon ~~the post-Business~~our ~~Combination~~business, ~~entity~~including atour aability ~~price~~to ofnegotiate ~~$10.00~~and ~~per~~complete ~~share.~~our ~~The~~initial ~~shares~~business ~~would~~combination, beand ~~identical~~results toof ~~the Private Placement Shares~~operations.

We doare ~~not~~an ~~believe~~emerging wegrowth ~~will~~company ~~need~~and toa ~~raise~~smaller ~~additional~~reporting ~~funds~~company inwithin ~~order to meet~~ the ~~expenditures~~meaning ~~required for operating our business. However, if our estimate~~ of the ~~costs~~Securities ~~of identifying a target business~~Act, ~~undertaking in-depth due diligence~~ and ~~negotiating~~if awe ~~Business~~take ~~Combination~~advantage ~~are~~of ~~less~~certain ~~than~~exemptions ~~the~~from ~~actual~~disclosure ~~amount~~requirements ~~necessary to do so, we may have insufficient funds~~ available to ~~operate~~“emerging ~~our~~growth ~~business prior~~companies” toor ~~our~~“smaller ~~Business~~reporting ~~Combination. Moreover~~companies,” wethis ~~may~~could ~~need~~make toour ~~obtain~~securities ~~additional~~less ~~financing~~attractive ~~either~~ to ~~complete~~investors ~~our~~and ~~Business~~may ~~Combination~~make orit ~~because~~more wedifficult ~~become obligated~~ to ~~redeem~~compare ~~a significant number of~~ our ~~Public~~performance ~~Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection~~ with ~~such~~other ~~Business~~public ~~Combination~~companies.

~~Off~~ We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-~~Balance~~Oxley ~~Sheet~~Act, ~~Arrangements~~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 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.64

~~Administrative~~ Further, ~~Services~~Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and ~~Indemnification~~comply ~~Agreement~~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.

~~Commencing~~ Additionally, onwe ~~the~~are ~~date~~a ~~that~~“smaller ~~the~~reporting ~~Company’s~~company” ~~registration~~as ~~statement~~defined ~~relating~~in toItem ~~its~~10(f)(1) ~~Initial~~of ~~Public~~Regulation ~~Offering~~S-K. ~~was~~Smaller ~~declared~~reporting ~~effective~~companies ~~through~~may ~~the~~take ~~earlier of~~advantage ~~consummation~~ of ancertain ~~initial~~reduced ~~Business~~disclosure ~~Combination~~obligations, ~~and~~including, ~~the~~among ~~Company’s~~other ~~liquidation~~things, ~~the~~providing ~~Company~~only ~~agreed~~two ~~(i)~~years toof ~~pay~~audited ~~the~~financial ~~sponsor~~statements. ~~for~~We ~~office~~will ~~space,~~remain ~~secretarial~~a ~~and~~smaller ~~administrative~~reporting ~~services~~company ~~provided~~until tothe last day of the ~~Company~~fiscal year in which (1) the ~~amount~~market value of ~~$15,000~~our ~~per~~ordinary ~~month~~shares ~~and~~held ~~(ii) to~~by ~~indemnify~~non-affiliates ~~the~~equals ~~sponsor~~or ~~and~~exceeds ~~its~~$250 ~~affiliates,~~million ~~including~~as ~~Perceptive~~of ~~Advisors,~~the ~~LLC,~~prior ~~from~~June ~~any~~30, ~~liability~~and ~~arising~~(2) ~~with~~our ~~respect~~annual torevenues ~~their~~equaled ~~activities~~or inexceeded ~~connection~~$100 ~~with~~million ~~the~~during ~~Company’s~~such ~~affairs,~~completed asfiscal ~~described~~year inor ~~more~~the ~~details~~market invalue ~~the~~of ~~Administrative~~our ~~Services~~ordinary ~~and Indemnification~~shares ~~Agreement,~~held aby ~~copy~~non-affiliates ofequals ~~which~~or isexceeds ~~filed~~$700 million as anof ~~exhibit~~the toprior ~~this~~June ~~Quarterly Report~~30. ~~For~~To the ~~period~~extent ~~from~~we ~~March~~take ~~22,~~advantage ~~2024~~of ~~(inception)~~such ~~through~~reduced ~~December~~disclosure 31obligations, ~~2024~~it ~~the~~may ~~Company~~also ~~incurred~~make ~~and~~comparison ~~paid~~of ~~$99,500~~our infinancial ~~fees~~statements ~~for~~with ~~these~~other ~~services~~public companies difficult or impossible.

~~Registration~~ Because ~~Rights~~we ~~Agreement~~are incorporated under the laws of the Cayman Islands, in the event we do not consummate an initial business combination, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

~~Our sponsor, as the holders of the Founder Shares and Private Placement Shares, including from time to time the Private Placement Shares that may~~ be We ~~issued upon conversion of Working Capital Loans and any Class A ordinary shares issuable upon conversion of Founder Shares,~~ are ~~entitled~~an toexempted ~~registration~~company ~~rights~~incorporated ~~pursuant~~under to the ~~Registration~~laws ~~Rights Agreement, dated as~~ of ~~June 13, 2024, by and among~~ the ~~Company,~~Cayman ~~the sponsor and the shareholders party thereto~~Islands. ~~The~~As ~~holders~~a ~~of these securities are entitled to make up to three demands~~result, ~~excluding~~it ~~short~~may ~~form~~be ~~demands,~~difficult ~~that~~for ~~the~~investors ~~Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect~~ to ~~registration~~effect ~~statements~~service ~~filed~~of ~~subsequent~~process towithin the ~~completion~~United ofStates ~~the~~upon ~~initial~~our ~~Business~~directors ~~Combination.~~or ~~The~~executive ~~Company~~officers, ~~will~~or ~~bear~~enforce ~~the~~judgments ~~expenses~~obtained ~~incurred~~ in ~~connection~~the ~~with~~United ~~the~~States ~~filing~~courts ofagainst ~~any~~our ~~such~~directors ~~registration statements~~or officers.

~~Critical~~ Our ~~Accounting~~corporate ~~Policies~~affairs and ~~Estimates~~the rights of shareholders will be 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 will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common 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 law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States. For a more detailed discussion of the principal differences between the provisions of the Companies Act applicable to us and, for example, the laws applicable to companies incorporated in the United States and their shareholders.

~~The~~ Shareholders ~~preparation~~ of ~~financial~~Cayman ~~statements~~Islands ~~and~~exempted ~~related~~companies ~~disclosures~~like inthe ~~conformity~~Company ~~with~~have ~~accounting~~no ~~principles~~general ~~generally~~rights ~~accepted~~under inCayman ~~the~~Islands ~~United~~law ~~States~~to ~~of America~~inspect ~~requires~~corporate ~~management~~records or to ~~make~~obtain ~~estimates~~copies ~~and~~of ~~assumptions~~the ~~that~~register ~~affect~~of ~~the~~members ~~reported~~of ~~amounts~~these ofcompanies. ~~assets~~Our ~~and~~directors ~~liabilities,~~have ~~disclosure~~discretion ofunder ~~contingent~~our ~~assets~~amended and ~~liabilities~~restated atmemorandum ~~the~~and ~~date~~articles of ~~the~~association ~~financial~~to ~~statements,~~determine ~~and~~whether ~~income~~or not, and ~~expenses~~under ~~during~~what ~~the periods~~conditions, ~~reported.~~our ~~Actual~~corporate ~~results~~records ~~could~~may ~~materially~~be ~~differ~~inspected ~~from~~by ~~those~~our ~~estimates.~~shareholders, ~~There~~but are nonot ~~critical~~obliged ~~accounting~~to ~~estimates~~make ~~that~~them ~~have~~available ~~been~~to ~~identified~~our shareholders. WeThis ~~have~~may ~~identified~~make it more difficult for you to obtain the ~~following~~information ~~critical~~needed ~~accounting~~to ~~policies:~~establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

~~Class~~ We Ahave ~~Ordinary~~been ~~Shares~~advised ~~Subject~~by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to ~~Possible~~recognize ~~Redemption~~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.

~~We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification~~ ~~(“ASC”)~~ As ~~Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as~~ a ~~liability~~result ~~instrument~~of ~~and~~all ~~measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control~~ of the ~~holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times~~above, ~~Class~~ Apublic ~~ordinary shares are classified as~~ shareholders’ ~~equity~~may ~~(deficit).~~have ~~Our~~more ~~Class~~difficulty Ain ~~ordinary~~protecting ~~shares~~their ~~feature~~interests ~~certain~~in ~~redemption~~the ~~rights~~face ~~that~~of ~~are~~actions ~~considered~~taken toby bemanagement, ~~outside~~members of ~~our control and subject to~~ the ~~occurrence~~board of ~~uncertain~~directors ~~future~~or ~~events. Accordingly,~~controlling ~~Class~~shareholders Athan ~~ordinary~~they ~~shares~~would ~~subject to possible redemption are presented at redemption value~~ as ~~temporary~~public ~~equity, outside of the~~ shareholders’ ~~deficit section~~ of ~~our~~a ~~balance~~United ~~sheet~~States company.

~~Net~~ Since ~~Income~~only ~~Per~~holders ~~Ordinary~~of ~~Share~~our Class B ordinary shares have the right to vote on the appointment of directors prior to our initial business combination, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq’s rules and, as a result, we may qualify for exemptions from certain corporate governance requirements that would otherwise provide protection to shareholders of other companies.

~~The~~ Only ~~Company~~holders ~~complies~~of ~~with~~our ~~accounting~~Class ~~and~~B ~~disclosure~~

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