UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~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 fiscal year ended December 31, ~~2024~~2025

☐ 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 001-40201

BPGC Acquisition Corp.
(Exact name of Registrant as specified in its Charter)

Cayman Islands		98-1578557
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1177 Avenue of the Americas
5th Floor
New York, New York 10036
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (~~561~~347) ~~655~~439-~~2615~~6664

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

None

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

Title of each class

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant

Class A ordinary shares, par value $0.0001 per share

Redeemable warrants included as part of the Units, each whole warrant exercisable for one
Class A ordinary share at an exercise price of $11.50 per share

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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting 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 the 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 Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, at June 30, 2025, was estimated to be $1,840,606.50, based on the amount held in trust for the benefit of the holders of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant.

As of ~~November~~March 2830, ~~2025~~2026, ~~there~~ there were 4110,~~455,614~~419 Class A ordinary shares, $0.0001 par value, ~~and~~ 4,325,000 Class B ordinary shares, $0.0001 par value, and 430,000 Series C preference shares, $0.0001 par value, issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3	ii
PART I
Item 1.	Business.	7	1
Item 1A	Risk Factors.	25	16
Item 1B.	Unresolved Staff Comments.	64	49
Item 1C.	Cybersecurity	64	49
Item 2.	Properties.	64	49
Item 3.	Legal Proceedings.	64	49
Item 4.	Mine Safety Disclosures.	64	49
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	65	50
Item 6.	[RESERVED]	66	51
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	66	51
Item 7.A.	Quantitative and Qualitative Disclosure About Market Risk.	74	57
Item 8.	Consolidated Financial Statements and Supplementary Data	74	57
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	74	57
Item 9A.	Controls and Procedures.	74	57
Item 9B.	Other Information.	75	58
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	75	58
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	76	59
Item 11.	Executive Compensation.	84	67
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	85	68
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	86	69
Item 14.	Principal Accounting Fees and Services.	88	71
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	89	72
Item 16.	Form 10-K Summary.	90	73
SIGNATURES		91	74

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EXPLANATORY NOTE

BPGC Acquisition Corp. (formerly known as Ross Acquisition Corp II, the “Company”) is filing this comprehensive annual report on Form 10-K for the fiscal years ended December 31, 2023 and 2024 and the quarterly periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025 and June 30, 2025 (the “Comprehensive Form 10-K” or “Annual Report”) as part of its effort to become current in its filing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Comprehensive Form 10-K is our first periodic filing with the Securities and Exchange Commission (“SEC”) since the filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 20, 2023. Included in this Comprehensive Form 10-K are our audited financial statements for the fiscal years ended December 31, 2023 and 2024, which have not been previously filed with the SEC. In addition, this Comprehensive From 10-K also includes select, unaudited quarterly financial information for 2024 and 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) includes, and oral statements made from time to time by representatives of the Company may include, 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 Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, readers can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “may,” “plan,” “should,” “would,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Annual Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Forward-looking statements in this Annual Report may include, for example, statements about:

●

our ability to complete our Initial Business Combination (as defined below) with Innovative Rocket Technologies, Inc. (“iRocket” and such Initial Business Combination, the “Proposed Business Combination”), or any other Initial Business Combination;

●

our ability to obtain approval to list our securities on New York Stock Exchange (the “NYSE”), Nasdaq Stock Market LLC (“Nasdaq”) or another national securities exchange in connection with the closing of the Proposed Business Combination or any Initial Business Combination;

●

our ability to select an appropriate target business or businesses if we do not complete the Proposed Business Combination;

●

our expectations around the performance of iRocket or any other prospective target business or businesses;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Proposed Business Combination or another Initial Business Combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Initial Business Combination (including the Proposed Business Combination);

●

our officers and directors engaging in conflict of interest transactions with our Company;

●

our potential ability to obtain additional financing to complete the Proposed Business Combination or another Initial Business Combination;

●

our ability to consummate the Proposed Business Combination or another Initial Business Combination due to the uncertainty resulting from geopolitical tensions and changes in applicable law or regulation;

●

our pool of prospective target businesses if we do not complete the Proposed Business Combination with iRocket;

●

the ability of our officers and directors to generate a number of potential business combination opportunities if we do not complete the Proposed Business Combination with iRocket;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

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the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

●

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

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our ability to continue as a going concern;

●

our ability to remediate the material weakness in our internal controls over financial reporting;

●

our financial performance.

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, those factors described under the heading “Item 1A. Risk Factors” And those factors described under the heading “Risk Factors” in the registration statement on Form S-4 to be filed by iRocket Technologies, Inc. (“Holdco”) and iRocket in connection with the Proposed Business Combination. 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.

Risk Factor Summary

● The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders will face significant, material adverse consequences as a result of the Company’s continued delisting.

● ~~The~~Until recently, the Company iswas not in compliance with SEC reporting requirements under the Exchange Act. Our failure to prepare and timely file periodic reports with the SEC limits our access to the public markets to raise debt or equity capital and exposes us to potential liability. If we are unable to ~~regain and~~ maintain compliance with SEC reporting requirements, there will be a material adverse effect on us and our investors.

●

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which may adversely affect investor confidence in our company and, as a result, the value of our securities.

●

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

●

Holdco, or another post-Initial Business Combination company may be unable to list its or their respective securities on NYSE, Nasdaq or another national securities exchange either in connection with or following the closing of the Proposed Business Combination or another Initial Business Combination.

●

Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

●

Our Public Shareholders’ only opportunity to affect the investment decision regarding the Proposed Business Combination or another potential Initial Business Combination will be limited to the exercise of their right to redeem their Public Shares from us for cash.

● If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed 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. As our Sponsor owns 9897.25% of our ordinary shares, we will obtain shareholder approval of the Proposed Business Combination, or any other Initial Business Combination, regardless of how Public Shareholders vote.

●

The ability of our remaining Public Shareholders to redeem their shares for cash, and the completed redemptions of Public Shares in connection with the Extensions may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an Initial Business Combination with a target if we do not complete the Proposed Business Combination.

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●

If we do not complete the Proposed Business Combination, our search for another Initial Business Combination, and any target business (including iRocket) with which we ultimately consummate an Initial Business Combination, may be materially adversely affected by the status of debt and equity markets.

● We may not be able to complete the Proposed Business Combination or another Initial Business Combination by ~~March~~September 16, 2026, in which case, unless we obtain another extension of the deadline by which we must complete an Initial Business Combination, we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

● There are no assurances that the ~~Fourth~~Fifth Extension will enable us to complete an Initial Business Combination.

●

If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Public Shares or Public Warrants.

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A shareholder will not be entitled to protections normally afforded to investors of many other blank check companies.

● Because the remaining net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate until at least ~~March~~September 16, 2026, we may be unable to complete the Proposed Business Combination or another Initial Business Combination, and we have ~~depending~~depended in the past, and will in the future continue to depend, on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete the Proposed Business Combination or another Initial Business Combination.

●

If we are 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 the Proposed Business Combination or another Initial Business Combination.

●

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we have instructed Continental Stock Transfer & Trust Company, the trustee, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of an Initial Business Combination (including the Proposed Business Combination) or our liquidation. Following the liquidation of investments in the Trust Account, we receive reduced interest, if any, on the funds held in the Trust Account, which reduces the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company.

●

We are not required to obtain an opinion from an independent accounting or investment banking firm in connection with an Initial Business Combination, and consequently, investors may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

●

Resources have been and could continue to be expended in researching and pursuing potential Initial Business Combinations (including the Proposed Business Combination) that are not completed, such as the Terminated Business Combination, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated the Proposed Business Combination or another 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 and our Warrants will expire worthless.

● Our Sponsor owns 98.27% of ~~our~~the ~~ordinary~~voting power of the issued and outstanding shares and thus will control any actions requiring a shareholder vote, potentially in a manner that Public Shareholders may not support. Similarly, following the consummation of the Proposed Business Combination or another Initial Business Combination, one or more shareholders of the target, including the chief executive officer of iRocket in the case of the Proposed Business Combination, may have a substantial interest in the combined company, including Holdco, and may require us to enter into agreements or other arrangements with respect to board composition and for designation rights.

●

If we pursue a target company with operations or opportunities outside of the United States for our Initial Business Combination, as with the Proposed Business Combination, we may face additional burdens in connection with investigating, agreeing to and completing the Proposed Business Combination or such other Initial Business Combination, and if we effect the Proposed Business Combination or such other Initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.

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We may not be able to complete the Proposed Business Combination or another Initial Business Combination if the proposed transaction is subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

●

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

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

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If we do not complete the Proposed Business Combination, we may engage in an Initial Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.

●

We are a special purpose acquisition company with no operating history and no revenues, and investors have no basis on which to evaluate our ability to achieve our business objective.

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A 1% U.S. federal excise tax could be imposed on us in connection with certain future redemptions by us of our Public Shares.

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Since our Sponsor, executive officers and directors will lose their entire investment in us if the Proposed Business Combination or another Initial Business Combination is not completed (other than with respect to Public Shares they may hold), a conflict of interest may exist or arise in determining whether iRocket or another particular business combination target is appropriate for our Initial Business Combination.

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PART I

References in this Annual Report to the “Company,” “BPGC Acquisition Corp.,” “we,” “us,” or “our” are to BPGC Acquisition Corp., a Cayman Islands exempted company formerly known as Ross Acquisition Corp II. References to “management” or our “management team” are to our officers and directors.

Item 1. Business.

Overview

BPGC Acquisition Corp. (f/k/a Ross Acquisition Corp. II) is a blank check company incorporated as a Cayman Islands exempted company on January 19, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company has not commenced any operations. All activity for the period from January 19, 2021 (inception) through ~~June~~December 3031, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering to its search for an Initial Business Combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our sponsor is Ross Holding Company LLC, a Cayman Islands limited liability company that is affiliated with certain of the Company’s current and former officers and directors (our “Sponsor”). On January 22, 2021, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In connection with the Initial Public Offering, our Sponsor granted to each of our initial independent directors a four-year option that iswas immediately exercisable to purchase 15,000 Founder Shares at a price of $10.00 per share.

On March 16, 2021, we consummated the Initial Public Offering consisting of 34,500,000 units (the “Units”), including 4,500,000 additional Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, of which approximately $12.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares,” and with respect to the Class A Ordinary Shares underlying the Units, the “Public Shares”) and one-third of one redeemable warrant (the “Public Warrants”), with each whole Public Warrant exercisable for one Class A Ordinary Share at an initial exercise price of $11.50 per share.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 5,933,333 Private Placement Warrants (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”), at a price of $1.50 per Private Placement Warrant, with our Sponsor, with each Private Placement Warrant exercisable for one Class A Ordinary Share at an initial exercise price of $11.50 per share, generating gross proceeds of $8.9 million.

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a Trust Account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and has been and will be invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (“Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, or held as cash, as determined by us, until the earlier of: (i) the completion of an Initial Business Combination and (ii) redemptions of Public Shares in the circumstances described below.

Proposed Business Combination with iRocket

On July 22, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Holdco, iRocket Merger Sub, LLC (“Holdco Merger Sub”), BPGC Merger Sub, Inc. (“Acquiror Merger Sub”), and iRocket.

Subject to its terms and conditions, the Merger Agreement provides that (i) on the day prior to the date of the Merger 2 (as defined below), we will merge with and into Holdco Merger Sub (the “Merger 1”), with Holdco Merger Sub being the surviving entity and a wholly owned subsidiary of Holdco, and (ii) on the day after Merger 1, Acquiror Merger Sub will merge with and into iRocket (the “Merger 2”, and together with Merger 1, the “Mergers”), with iRocket being the surviving entity. As a result of the Mergers, iRocket will become an indirect wholly-owned subsidiary of Holdco.

iRocket is transforming rapid and responsive access to space with development of its Shockwave launch vehicle, which is uniquely designed for recovery and reuse of all of its stages. Just as airplanes fly multiple flights, iRocket plans to Recondition, Reload, and Relaunch™ its rockets in under 24 hours, reducing costs, and increasing the pace of launches.

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Proposed Business Combination Consideration

Subject to, and in accordance with the terms and conditions of the Merger Agreement and the Sponsor Support Agreement (as defined below), immediately prior to Merger 1, each remaining issued and outstanding Class B ordinary share, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) will convert, on a one-for-one basis, into Class A Ordinary Shares following which all Class B Ordinary Shares shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist (the “Class B Share Conversion”).

Subject to, and in accordance with the terms and conditions of the Merger Agreement, at the effective time of Merger 1: (i) each Unit will automatically be separated into its components, with any fractional Public Warrants to be issued in connection with such separation rounded down to the nearest whole warrant, (ii) each Class A Ordinary Share (including the Class A Ordinary Shares issued upon the Class B Share Conversion) issued and outstanding shall be canceled and converted into shares of Class A common stock, par value $0.0001 per share, of Holdco (the “Holdco Class A Common Stock”) automatically on a one-for-one basis, following which all Class A Ordinary Shares shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and (iii) each then issued and outstanding Private Placement Warrant and each Public Warrant will convert automatically, on a one-for-one basis, into a warrant to acquire Holdco Common Stock, in the same form and on the same terms and conditions as the converted Warrant (and pursuant to the Sponsor Support Agreement, the terms of the Private Placement Warrants shall be amended to be equivalent to the Public Warrants). Each share of Holdco that is issued and outstanding immediately prior to Merger 1 shall be automatically cancelled and extinguished, and no consideration shall be paid with respect thereto.

Subject to, and in accordance with the terms and conditions of the Merger Agreement, at the effective time of Merger 2 (the “Second Effective Time”), (i) each issued and outstanding share of common stock of Acquiror Merger Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of iRocket (the “iRocket Common Stock”), (ii) (a) each existing issued and outstanding share of iRocket Common Stock shall be cancelled and converted into a number of shares of duly authorized, validly issued, fully paid and nonassessable Holdco Class A Common Stock equal to the Exchange Ratio (as defined below) and a portion of the 4,000,000 shares of Holdco Class A Common Stock to be issued to the iRocket’s stockholders and optionholders in the Merger 2, subject to the terms and restrictions set forth in the Merger Agreement (such 4,000,000 shares, the “Earn Out Consideration”), (b) each option to acquire shares of iRocket Common Stock, whether vested or unvested, shall be cancelled and converted into (A) an option acquire shares of Holdco Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of iRocket Common Stock subject to such option immediately prior to the Second Effective Time and (2) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price per share of iRocket Common Stock of such option ~~immediately~~ immediately prior to the Second Effective Time divided by (y) the Exchange Ratio and (B) the right to receive a portion of the Earn Out Consideration, and (c) Asad Malik (the “Founder”) shall receive one share of Class B common stock, par value $0.0001 per share, of Holdco (the “Holdco Class B Common Stock” and together with the Holdco Class A Common Stock, the “Holdco ~~Common~~ Common Stock”) which shall (1) have a number of votes per share equal to the number of shares of Holdco Class A Common Stock held by him multiplied by nine for so long as he owns a percentage of Holdco Common Stock to be specified in the amended and restated ~~certificate~~ certificate of incorporation of Holdco (the “Holdco Charter”), (2) except for certain permitted transfers to be specified in the Holdco Charter, not be transferrable, and (3) shall have such other powers, rights, preferences, privileges, obligations and other ~~terms~~ terms as set forth in the Holdco Charter (the consideration payable in Merger 2 described in clauses (ii)(a)-(c), collectively, the “Merger Consideration”); provided that no fractional iRocket Common Stock or Holdco Common Stock shall be issued in connection therewith (with any such fractional amount being rounded down and paid in cash in lieu thereof pursuant to the Merger Agreement).

The “Exchange Ratio” is a number (rounded to four decimal places) determined by dividing (a) the number of shares of Holdco Class A Common Stock equal to the quotient obtained by dividing $400,000,000 (the “Equity Value”) by $10.00 (the “Holdco Share Value”) by (b) the total number of existing shares of iRocket Common Stock (including the iRocket Common Stock which would be issued upon a cashless exercise of the options to purchase iRocket Common Stock (the “iRocket Options”)) outstanding immediately prior to Merger 2 expressed on a fully-diluted and as-exercised and as-converted basis (the “Aggregate Fully Diluted iRocket Common Shares”).

For additional information, see the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2025.

Terminated Business Combination with APRINOIA Therapeutics Inc.

On January 17, 2023, the Company entered into a Business Combination Agreement (the “Terminated Business Combination Agreement”), with APRINOIA Therapeutics Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“APRINOIA”), ~~and~~ and the other parties thereto. Effective as of August 21, 2023 and in accordance with Section 11.01(a) of the Terminated Business Combination Agreement, the Company, APRINOIA, and the other parties thereto mutually agreed to terminate the Terminated Business Combination Agreement and, consequently, the other Transaction Documents (as defined in the Terminated Business Combination Agreement) pursuant to the terms of a termination agreement entered into by and between each of the parties to the Terminated Business Combination Agreement (the “Termination Agreement”). Further, under the Termination Agreement, each of the Company and its subsidiaries at such time released APRINOIA, APRINOIA PubCo and its subsidiary, and each of their representatives, affiliates, agents and assigns, and each of APRINOIA, APRINOIA ~~PubCo~~ PubCo and its subsidiary released the Company and its subsidiaries, and each of their representatives, affiliates, agents and assigns, for any claims, causes of action, liabilities or damages, except for certain provisions that survive the termination pursuant to the terms of the Terminated Business Combination Agreement, or for breaches of the Termination Agreement. Further details regarding the termination and the Termination Agreement may be found in the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2023.

The terms of the Terminated Business Combination and the other transactions contemplated thereby are summarized in the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2023.

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~~The terms~~Table of ~~the Terminated Business Combination and the other transactions contemplated thereby are summarized in the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2023.~~Contents

Extensions and Redemptions

On March 13, 2023, the Company held an extraordinary general meeting of shareholders (the “First Extension Meeting”) to approve, among other things, a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which the Company has to consummate an Initial Business Combination by up to six months from March 16, 2023 to September 16, 2023 in one month increments subject to deposit of $165,000 into the Trust Account for each month by which such date was extended (such proposals, the “First Amendment Proposal”, such extension, the “First Extension” and such date, the “First Extension Date”) or such later date by which the Company must complete an Initial Business Combination pursuant to a subsequent amendment to the Company’s Charter. The First Extension Amendment Proposal was approved. In connection with the vote to approve the First Extension Amendment Proposal, the holders of 28,119,098 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.23 per share, for an aggregate redemption amount of approximately $287.7 million. The balance under the advance agreement was extinguished pursuant to the Termination Agreement. Between March 31, 2023 and August 16, 2023, APRINOIA made monthly deposits of $165,000 ($990,000 in the aggregate) to the Trust Account pursuant an advance agreement. Under the First Extension, the date by which the Company must complete an Initial Business Combination was extended from March 16, 2023 to September 16, 2023.

On September 15, 2023, the Company held an extraordinary general meeting in lieu of annual meeting of shareholders (the “Second Extension Meeting”) to approve, among other things, (i) a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate an Initial Business Combination by up to six months from September 16, 2023 to March 16, 2024 in one month increments subject to deposit of $75,000 into the Trust Account for each month by which such date was extended (such proposal, the “Second Extension Amendment Proposal”, such extension, the “Second Extension” and such date, the “Second Extension Date”), (ii) a proposal to amend the Company’s Charter to delete the limitations that the Company shall not consummate a business combination or redeem shares if such actions would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”) and (iii) a proposal to elect Larry Kudlow as Class I director of the Company’s board of directors (the “Director Election Proposal” and, together with the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the “Second Meeting Proposals”). The Second Meeting Proposals were each approved. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 1,339,804 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.74 per share, for an aggregate redemption amount of approximately $14.4 million. Between September 18, 2023 and February 21, 2024, the Sponsor made monthly deposits of $75,000 ($450,000 in the aggregate) to the Trust Account, which deposits by the Sponsor into the Trust Account were documented by a promissory note (the “Extension Note”) in the aggregate principal amount of up to $450,000 to the Sponsor. Under the Second Extension, the date by which the Company must complete an Initial Business Combination was extended from September 16, 2023 to March 16, 2024.

On March 6, 2024, the Company held an extraordinary general meeting of shareholders (the “Third Extension Meeting”) to, among other things, approve a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate an Initial Business Combination from March 16, 2024 to September 16, 2024 in one month increments subject to deposit of an amount equal to the lesser of (i) $0.03 per Public Share that was not submitted for redemption and (ii) an aggregate of $90,000 (such proposal, the “Third Extension Amendment Proposal”, such extension, the “Third Extension~~” and~~, ~~together with the First Extension and the Second Extension, the “Extensions~~” and September 16, 2024, the “Third Extension Date”). The Third Extension Amendment Proposal was approved. In connection with the vote to approve the Third Extension Amendment Proposal, the holders of 2,372,565 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.02 per share, for an aggregate redemption amount of approximately $26.2 million. Between March 16, 2024 and September 26, 2024, certain members of the Sponsor (collectively, the “Contributors”) made monthly deposits of $80,055.99 ($480,335.94 in the aggregate) to the Trust Account, which deposits were in the form of non-interest bearing loans. Under the Third Extension, the date by which the Company must complete an Initial Business Combination was extended from March 16, 2024 to September 16, 2024.

9On March 15, 2024, the Sponsor exercised its right to convert an aggregate of 4,300,000 of its Founder Shares into an equal number of Class A Ordinary Shares (the “2024 Conversion” and such Class A Ordinary Shares, the “Class A Conversion Shares”). Pursuant to the 2024 Conversion, the Sponsor agreed to waive its redemption rights with respect to such Class A Conversion Shares in connection with a shareholder vote to approve an Initial Business Combination and its right to receive any distribution from the Trust Account with respect to such Class A Conversion Shares (for the avoidance of doubt, such Class A Conversion Shares will not be Public Shares).

~~Table~~On September 13, 2024, Wilbur L. Ross Jr. (“Ross”), Tobias W. Welo (“Welo”), Nadim Z. Qureshi (“Qureshi”) and Stephen J. Toy (“Toy” and together with Qureshi the “Continuing Managers”) entered into a member agreement (the “Member Agreement”). Ross irrevocably resigned as a manager of ~~Contents~~the Sponsor and the Continuing Managers agreed to serve as managers pursuant to the A&R Limited Liability Company Agreement of the Sponsor, (the “A&R LLC Agreement”). Ross agreed to be responsible for seventy-two percent (72%), Qureshi agreed to be responsible for fourteen percent (14%) and Toy agreed to be responsible for fourteen percent (14%) of the total fees owed to certain vendors prior to the Effective Date; provided that, in no event would Ross be obligated to pay an amount in excess of the lesser of (i) 25% of the aggregate original undiscounted amount of such invoices and (ii) $1,550,000 (the “Ross Cap”). Also pursuant to the Member Agreement, the amounts owed pursuant to the Extension Note and the loans in connection with the Third Extension were forgiven. As a result of the Member Agreement, the Company recognized a capital contribution of $2,046,091 expenses paid by Ross, Qureshi and Toy on behalf of the Company during the year ended December 31, 2024.

On March 15, 2024, the Sponsor exercised its right to convert an aggregate of 4,300,000 of its Founder Shares into an equal number of Class A Ordinary Shares (the “2024 Conversion” and such Class A Ordinary Shares, the “Class A Conversion Shares”). Pursuant to the 2024 Conversion, the Sponsor agreed to waive its redemption rights with respect to such Class A Conversion Shares in connection with a shareholder vote to approve an Initial Business Combination and its right to receive any distribution from the Trust Account with respect to such Class A Conversion Shares (for the avoidance of doubt, such Class A Conversion Shares will not be Public Shares).3

OnTable September 13, 2024, Wilbur L. Ross Jr. (“Ross”), Tobias W. Welo (“Welo”), Nadim Z. Qureshi (“Qureshi”) and Stephen J. Toy (“Toy” and together with Qureshi the “Continuing Managers”) entered into a member agreement (the “Member Agreement”). Ross irrevocably resigned as a manager of the Sponsor and the Continuing Managers agreed to serve as managers pursuant to the A&R Limited Liability Company Agreement of the Sponsor, (the “A&R LLC Agreement”). Ross agreed to be responsible for seventy-two percent (72%), Qureshi agreed to be responsible for fourteen percent (14%) and Toy agreed to be responsible for fourteen percent (14%) of the total fees owed to certain vendors prior to the Effective Date; provided that, in no event would Ross be obligated to pay an amount in excess of the lesser of (i) 25% of the aggregate original undiscounted amount of such invoices and (ii) $1,550,000 (the “Ross Cap”). Also pursuant to the Member Agreement, the amounts owed pursuant to the Extension Note and the loans in connection with the Third Extension were forgiven. As a result of the Member Agreement, the Company recognized a capital contribution of $1,637,837 expenses paid by Ross, Qureshi and Toy on behalf of the Company.Contents

On September 16, 2024, the Company held an extraordinary general meeting of shareholders (the “Fourth Extension Meeting”) to, amongst other things, approve a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate an Initial Business Combination from September 16, 2024 to March 16, 2026 (such proposal, the “Fourth Extension Amendment Proposal”, such extension, the “Fourth Extension~~” and~~, ~~together with the First Extension, the Second Extension and the Third Extension, the “Extensions~~” and March 16, 2026, the “Fourth Extension Date”). The Fourth Extension Amendment Proposal was approved. In connection with the vote to approve the Fourth Extension Amendment Proposal, the holders of 2,512,919 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.50 per share, for an aggregate redemption amount of approximately $28.9 million.

~~Following~~On ~~the~~February ~~aforementioned~~13, 2026, the ~~redemptions~~Sponsor surrendered to the Company, ~~Extensions~~for ~~and~~no consideration, the ~~2024~~4,300,000 Class A Conversion Shares (the “Class A Conversion Share Forfeiture”). Also on February 13, as2026, ofthe ~~November~~Sponsor 28purchased 430,000 ~~2025~~Series C preference shares, ~~our~~par ~~outstanding~~value ~~share~~$0.0001 ~~capital~~per ~~consists~~share (the of“Preference 4Shares”),~~455,614~~ for par value (the “Preference Share Issuance”). Each Preference Share will convert into ten Class A Ordinary Shares immediately prior to, concurrently with, or immediately filing closing of ~~which~~an ~~155~~Initial Business Combination,~~614~~ ~~are~~including ~~Public~~the Proposed Business Combination. Our Sponsor agreed to waive any redemption rights with respect to such Preference Shares, in connection with a shareholder vote to approve an Initial Business Combination (including the Proposed Business Combination) and ~~4,325,000~~any ~~Class~~right Bto ~~Ordinary~~receive any distribution from the Trust Account with respect to such Preference Shares.

~~Delisting~~On March 16, 2026, the Company held an extraordinary general meeting of shareholders (the “Fifth Extension Meeting”) to, amongst other things, approve a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate an Initial Business Combination from March 16, 2026 to September 16, 2026 (such proposal, the ~~NYSE~~“Fifth Extension Amendment Proposal”, such extension, the “Fifth Extension” and, together with the First Extension, the Second Extension, the Third Extension and the Fourth Extension, the “Extensions” and September 16, 2026, the “Fifth Extension Date”). The Fifth Extension Amendment Proposal was approved. In connection with the vote to approve the Fifth Extension Amendment Proposal, the holders of 45,195 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $12.07 per share, for an aggregate redemption amount of approximately $545 thousand.

~~On March~~Following 18the aforementioned redemptions, ~~2024~~Extensions, the ~~Company~~2024 ~~received notice from the NYSE informing it that the NYSE would suspend the listing of the Company’s securities~~Conversion, ~~including~~ the Class A ~~Ordinary~~Conversion ~~Shares,~~Share ~~Warrants~~Forfeiture and ~~Units, from~~ the ~~NYSE~~Preference ~~and~~Share ~~commence~~Issuance, ~~delisting~~as ~~proceedings with respect to such securities. The NYSE determined to take these actions because Sections 102.06e and 802.01B~~ of ~~the~~March ~~NYSE’s Listed Company~~30, ~~Manual do not permit a special purpose acquisition company (“SPAC”)~~2026, ~~such~~our asoutstanding ~~the~~share ~~Company,~~capital toconsists ~~remain~~of listed for more than three years after the company’s initial public offering without completing an initial business combination. The Company had not completed its Initial Business Combination before March 16110,419 ~~2024,~~Class ~~which~~A isOrdinary ~~the~~Shares ~~three-year~~all ~~anniversary~~ of ~~the~~which ~~Initial~~are Public ~~Offering. On April 3~~Shares, ~~2024~~4,325,000 ~~the~~Class ~~NYSE~~B ~~notified~~Ordinary Shares ~~the~~and ~~SEC~~430,000 ~~that~~Preference ~~the Company’s securities would be delisted from the exchange effective April 15, 2024~~Shares.

~~Business Strategy~~Delisting from the NYSE

~~Our business~~On ~~strategy~~March ~~is to identify~~18, ~~acquire~~2024, ~~and~~the ~~after~~Company received ~~our~~notice ~~Initial~~from ~~Business~~the ~~Combination,~~NYSE ~~build~~informing ait ~~company~~that inthe anNYSE ~~industry~~would ~~that~~suspend ~~complements~~ the ~~experience~~listing ~~and~~of ~~expertise~~the ofCompany’s ~~our~~securities, ~~management~~including ~~team~~the ~~and~~Class A ~~will~~Ordinary ~~benefit~~Shares, Warrants and Units, from ~~our~~the ~~operational~~NYSE and ~~investment~~commence ~~expertise~~delisting proceedings with respect to such securities. ~~Our~~The ~~acquisition~~NYSE ~~selection~~determined ~~process~~to ~~for~~take ~~iRocket~~these ~~leveraged,~~actions ~~and~~because ifSections we102.06e doand ~~not~~802.01B ~~complete~~of the ~~Proposed~~NYSE’s ~~Business~~Listed ~~Combination~~Company ~~will~~Manual ~~leverage,~~do ~~our~~not ~~team’s~~permit ~~network~~a ofspecial purpose acquisition ~~industry~~company (“SPAC”), ~~private~~such ~~equity~~as ~~sponsor~~the ~~and~~Company, ~~lending~~to ~~community~~remain ~~relationships~~listed asfor ~~well~~more asthan ~~relationships~~three ~~with~~years ~~management~~after ~~teams~~the ofcompany’s initial public ~~and~~offering ~~private companies,~~without ~~founders~~completing ~~and~~an ~~entrepreneurs,~~initial ~~investment~~business ~~bankers,~~combination. ~~attorneys~~The ~~and~~Company ~~accountants~~had ~~that~~not wecompleted ~~believe~~its ~~should~~Initial ~~provide~~Business usCombination ~~with~~before March a16, ~~number~~ 2024, which is the three-year anniversary of ~~business~~the ~~combination~~Initial ~~opportunities~~Public Offering. ~~This~~On ~~broad~~April ~~network~~3, of2024, ~~relationships~~the ~~has~~NYSE ~~been~~notified ~~developed~~the ~~and~~SEC ~~cultivated~~that ~~over~~the Company’s ~~decades~~securities ofwould ~~success as~~be ~~demonstrated~~delisted byfrom ~~our~~the ~~management~~exchange ~~teams’:~~effective April 15, 2024.

●Business ~~track record of creating and growing successful companies;~~Strategy

●Our ~~decades~~business strategy is to identify, acquire, and after our Initial Business Combination, build a company in an industry that complements the experience and expertise of our management team and will benefit from our operational and investment expertise. Our acquisition selection process for iRocket leveraged, and if we do not complete the Proposed Business Combination will leverage, our team’s network of industry, private equity sponsor and lending community relationships as well as relationships with management teams of public and private companies, ~~M&A/restructuring~~founders ~~advisory~~and entrepreneurs, investment bankers, attorneys and ~~corporate~~accountants ~~development;~~that we believe should provide us with a number of business combination opportunities. This broad network of relationships has been developed and cultivated over decades of success as demonstrated by our management teams’:

● ~~experience~~track inrecord ~~identifying,~~of ~~structuring,~~creating ~~acquiring,~~and ~~operating, developing,~~ growing, ~~financing~~successful ~~and selling businesses~~companies;

● ~~ability~~decades toin ~~strengthen~~the ~~and~~private ~~advise~~equity, ~~management~~M&A/restructuring ~~teams~~advisory asand ~~they~~corporate ~~transition from private to public markets~~development; ~~and~~

● experience in ~~executing~~identifying, ~~transactions~~structuring, ~~under~~acquiring, ~~varying~~operating, ~~economic~~developing, ~~and~~growing, ~~financial~~financing ~~market~~and ~~conditions.~~selling businesses;

~~In addition~~● toability ~~our management team’s robust network, we anticipate that target business candidates will be brought~~ to ~~our~~strengthen ~~attention from various unaffiliated contacts, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms~~ and ~~large~~advise ~~business enterprises. If we do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, members of our~~ management ~~team~~teams ~~will~~as ~~communicate~~they ~~with~~transition ~~their~~from ~~networks~~private ~~of relationships~~ to ~~articulate the~~public ~~parameters~~markets; ~~for our search for a target company~~ and ~~a potential Initial Business Combination and resume the process of pursuing and reviewing promising leads.~~

10● experience in executing transactions under varying economic and financial market conditions.

~~Table~~In addition to our management team’s robust network, we anticipate that target business candidates will be brought to our attention from various unaffiliated contacts, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. If we do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, members of ~~Contents~~our management team will communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential Initial Business Combination and resume the process of pursuing and reviewing promising leads.

~~Investment Criteria~~4

~~Consistent with~~Table ~~this~~of strategy, we have identified the following investment goals and criteria that we believe are important in evaluating prospective target businesses. In connection with the Proposed Business Combination, we utilized, and if do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, we will utilize our experience and general criteria outlined below when evaluating acquisition opportunities, but we may decide to enter into our Initial Business Combination with a target business that does not meet these goals and criteria. We intend to:Contents

●Investment Leverage our network to identify investment opportunities that coincide with our past experience and success. Our management team has extensive experience creating platform investments and often consolidating meaningful portions of large industries which include sectors such as industrials, energy, chemicals and payment processing. Our current management team has previously applied this investment strategy, creating horizontally and vertically integrated platforms across these industries. We intend to capitalize on their history of analyzing global macro-economic trends and industry-wide investment themes in the context of potentially creating investment platforms for growth.Criteria

●Consistent ~~Identify~~with ~~opportunities~~this ~~where~~ strategy, we ~~can~~have ~~cultivate~~identified ~~and~~the ~~accelerate~~following ~~technological~~investment ~~advancement.~~goals Weand ~~believe~~criteria that ~~the~~we ~~ongoing~~believe ~~industrial~~are ~~revolution~~important ~~and~~in ~~ever~~evaluating ~~prevalent~~prospective ~~disruption~~target ofbusinesses. In ~~technology~~connection inwith the ~~aforementioned~~Proposed ~~industries~~Business ~~will~~Combination, ~~continue~~we toutilized, ~~provide~~and ~~attractive~~if ~~investment~~do ~~opportunities.~~not Wecomplete ~~believe~~ the ~~COVID-19~~Proposed ~~pandemic~~Business ~~further~~Combination ~~accelerated the necessity~~ and ~~adoption~~instead seek ofto ~~numerous~~complete ~~technological~~another ~~advancements~~Initial ~~which~~Business ~~include big data~~Combination, ~~business~~we ~~analytics,~~will ~~and~~utilize ~~the~~our ~~digitalization~~experience ofand ~~manufacturing~~general ~~across~~criteria ~~multiple~~outlined ~~industries.~~below ~~Our~~when ~~target~~evaluating acquisition ~~companies~~opportunities, ~~will~~but bewe onmay ~~the~~decide ~~forefront~~to ofenter ~~the~~into ~~fourth~~our ~~industrial~~Initial ~~revolution~~Business ~~and~~Combination ~~use new technologies, coupled~~ with a ~~social~~target ~~and~~business ~~environmental~~that ~~mindset,~~does tonot ~~reshape~~meet these ~~their~~goals ~~traditional~~and ~~industry~~criteria. orWe beintend ~~companies which are the change agents themselves.~~to:

● ~~Execute~~Leverage ~~due~~our ~~diligence~~network to ~~drive~~identify ~~desirable~~investment ~~return~~opportunities onthat ~~capital.~~coincide ~~Our~~with ~~management~~our ~~team~~past ~~typically~~experience ~~conducts~~and ~~substantial~~success. ~~due~~Our ~~diligence~~management ~~with~~team ~~respect~~has toextensive ~~potential~~experience ~~acquisition~~creating ~~targets.~~platform ~~Our~~investments ~~due~~and ~~diligence~~often ~~process~~consolidating ~~typically~~meaningful ~~involves~~portions anof ~~in-depth~~large ~~analysis~~industries ofwhich ~~the~~include ~~target’s~~sectors ~~industry,~~such ~~including~~as ~~competitive~~industrials, ~~positioning~~energy, chemicals and ~~barriers~~payment toprocessing. ~~entry;~~Our acurrent ~~strategic,~~management ~~operational~~team ~~and~~has ~~technical~~previously ~~review;~~applied anthis ~~analysis~~investment ofstrategy, ~~downside~~creating ~~protection~~horizontally and ~~alternative~~vertically ~~channels~~integrated ~~through~~platforms ~~which~~across wethese ~~can realize value~~industries. We ~~will~~intend ~~identify~~to ~~targets~~capitalize ~~which~~on ~~offer~~their anhistory ~~attractive~~of ~~risk-adjusted~~analyzing ~~return~~global ~~for~~macro-economic ~~the~~trends ~~shareholders~~ and ~~potential~~industry-wide ~~upside~~investment ~~from~~themes ~~growth~~ in the ~~business~~context of potentially creating investment platforms for growth.

● ~~Implement~~Identify ~~our~~opportunities ~~restructuring~~where ~~and~~we ~~performance~~can ~~improvement~~cultivate ~~experience~~and toaccelerate ~~drive~~technological ~~institutional~~advancement. ~~growth~~We ~~and~~believe ~~efficiencies.~~that ~~Our~~the ~~management~~ongoing ~~team~~industrial ~~has~~revolution anand ~~extensive~~ever ~~track~~prevalent ~~record~~disruption ~~and~~of ~~experience~~technology in ~~guiding~~the ~~acquired~~aforementioned ~~companies~~industries towill ~~take~~continue ~~advantage~~to ofprovide ~~the~~attractive ~~acceleration~~investment ~~of technological displacement~~opportunities. ~~Our~~We ~~experience~~believe ~~will~~the beCOVID-19 ~~beneficial~~pandemic tofurther ~~identifying~~accelerated ~~investment~~the ~~situations~~necessity and ~~driving~~adoption ~~strategic~~of ~~changes~~numerous intechnological ~~our~~advancements ~~target~~which ~~businesses~~include bybig ~~providing additional capital investment~~data, ~~effective~~business ~~sponsorship~~analytics, and ~~board~~the digitalization of ~~directors’~~manufacturing ~~supervision.~~across Wemultiple ~~will~~industries. ~~leverage~~Our ~~our~~target ~~proprietary~~companies ~~knowledge,~~will ~~experience~~be ~~and~~on ~~our~~the ~~extensive~~forefront ~~sourcing,~~of ~~structuring,~~the ~~and~~fourth ~~acquiring~~industrial ~~experience~~revolution toand ~~secure~~use ~~the~~new ~~most~~technologies, ~~appropriate~~coupled ~~target.~~with Bya ~~capitalizing~~social onand ~~these~~environmental ~~positive forces~~mindset, ~~the~~to ~~businesses~~reshape ~~will~~their ~~generate~~traditional ~~future~~industry ~~growth~~or ~~through~~be ~~new~~companies ~~sources~~which ofare ~~revenue~~the ~~and~~change ~~increased~~agents ~~efficiency~~themselves.

~~These criteria~~● ~~are~~Execute ~~not~~due ~~intended~~diligence to bedrive ~~exhaustive~~desirable return on capital. ~~Any~~Our ~~evaluation~~management ~~relating~~team typically conducts substantial due diligence with respect to ~~the~~potential ~~merits~~acquisition oftargets. aOur ~~particular~~due ~~Initial~~diligence ~~Business~~process ~~Combination~~typically ~~may~~involves ~~be based,~~an toin-depth analysis of the ~~extent~~target’s ~~relevant~~industry, onincluding ~~these~~competitive ~~general~~positioning ~~guidelines~~and asbarriers ~~well~~to asentry; ~~other~~a ~~considerations~~strategic, ~~factors~~operational and ~~criteria~~technical ~~that~~review; ~~our~~an ~~management may~~analysis ~~deem~~of ~~relevant~~downside protection and alternative channels through which we can realize value. We will identify targets which offer an attractive risk-adjusted return for the shareholders and potential upside from growth in the business.

~~In evaluating~~● aImplement ~~prospective~~our ~~target~~restructuring ~~business,~~and weperformance ~~expect~~improvement experience to ~~conduct~~drive ainstitutional ~~thorough~~growth ~~due~~and ~~diligence~~efficiencies. ~~review~~Our ~~which~~management ~~will~~team ~~encompass,~~has ~~among~~an ~~other~~extensive ~~things, meetings~~track ~~with~~record ~~incumbent~~and ~~management~~experience ~~and~~in ~~employees,~~guiding ~~document~~acquired ~~reviews,~~companies ~~inspection~~to take advantage of ~~facilities,~~the asacceleration ~~well~~of astechnological adisplacement. ~~review~~Our ofexperience ~~financial,~~will ~~operational, legal~~be beneficial to identifying investment situations and ~~other~~driving ~~information~~strategic ~~which~~changes ~~will~~in beour ~~made~~target ~~available~~businesses toby usproviding additional capital investment, effective sponsorship, and board of directors’ supervision. We will ~~also~~leverage ~~utilize~~ our ~~operational~~proprietary knowledge, experience and ~~capital~~our ~~planning~~extensive sourcing, structuring, and acquiring experience~~. We~~ ~~conducted~~to ~~such~~secure athe ~~review~~most ~~process~~appropriate intarget. ~~connection~~By ~~with~~capitalizing on these positive forces, the ~~Proposed~~businesses ~~Business~~will ~~Combination~~generate future growth through new sources of revenue and increased efficiency.

We These criteria are not ~~prohibited~~intended to ~~from~~be ~~pursuing an Initial Business Combination with a company that is affiliated with our Sponsor, officers or directors~~exhaustive. In ~~the~~Any ~~event~~evaluation werelating ~~seek~~ to ~~complete~~the ~~our~~merits ~~Initial Business Combination with a company that is affiliated with our Sponsor, officers or directors, we, or a committee~~ of ~~independent directors, will obtain an opinion from an independent investment banking firm that is~~ a ~~member~~particular ~~of the Financial Industry Regulatory Authority (“FINRA”) that our~~ Initial Business Combination ismay ~~fair~~be based, to the ~~Company~~extent ~~from~~relevant, aon ~~financial~~these ~~point~~general ofguidelines ~~view.~~as Wewell ~~did~~as ~~not~~other ~~need to~~considerations, factors and ~~did~~criteria ~~not~~that ~~obtain,~~our ~~such~~management anmay ~~opinion~~deem ~~in connection with the Proposed Business Combination~~relevant.

~~Each of~~In ~~our~~evaluating ~~directors~~a ~~and~~prospective target ~~officers own~~business, ~~directly~~we orexpect ~~indirectly,~~to ~~Founder~~conduct ~~Shares and/or Private Placement Warrants, and, accordingly, may have~~ a ~~conflict~~thorough ofdue ~~interest~~diligence inreview ~~determining~~which ~~whether~~will aencompass, ~~particular~~among ~~target~~other ~~business~~things, ~~including~~meetings ~~iRocket, is an appropriate business~~ with ~~which~~incumbent tomanagement ~~effectuate~~and ~~our~~employees, ~~Initial~~document ~~Business Combination. Further~~reviews, ~~each~~inspection of ~~our~~facilities, ~~officers~~as ~~and~~well ~~directors~~as ~~may have~~ a ~~conflict~~review of ~~interest~~financial, ~~with~~operational, ~~respect to~~legal ~~evaluating a particular business combination if the retention or resignation of any such officers~~ and ~~directors~~other ~~was included by a~~information ~~target~~which ~~business~~will asbe amade ~~condition~~available to ~~any agreement with respect to our Initial Business Combination~~us. ~~See~~We ~~“Item~~will ~~1A.~~also ~~Risk~~utilize ~~Factors—Since~~ our ~~Sponsor,~~operational ~~executive officers~~ and ~~directors~~capital ~~will~~planning ~~lose~~experience. ~~their~~We ~~entire~~conducted ~~investment~~such ina usreview ~~if an Initial Business Combination is not completed~~process ~~(other~~in ~~than~~connection with ~~respect~~the toProposed ~~Public Shares they may hold), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our Initial~~ Business Combination~~” and other risk factors herein~~.

~~Each of~~We ~~our~~are ~~officers~~not ~~and~~prohibited ~~directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations~~from topursuing ~~another~~an ~~entity~~Initial orBusiness ~~entities~~Combination ~~pursuant~~with toa ~~which~~company ~~such~~that ~~officer or director~~ is ~~required~~affiliated towith ~~present~~our ~~a business combination opportunity to such entity or entities. Accordingly~~Sponsor, ~~if any of our~~ officers or directors. ~~becomes~~In ~~aware~~the ofevent awe ~~business combination opportunity which is~~seek ~~suitable~~to ~~for~~complete anour ~~entity~~Initial toBusiness ~~which~~Combination hewith ora ~~she~~company ~~has~~that ~~current~~is ~~fiduciary~~affiliated orwith ~~contractual~~our ~~obligations~~Sponsor, heofficers or ~~she~~directors, ~~will~~we, ~~honor his~~ or ~~her~~a ~~fiduciary~~committee orof ~~contractual~~independent ~~obligations to present such business combination opportunity to such entity~~directors, ~~and~~will ~~only~~obtain ~~present~~an itopinion tofrom usan ifindependent ~~such~~investment ~~entity rejects~~banking ~~the~~firm ~~opportunity. We do not believe, however,~~ that ~~the~~is ~~fiduciary~~a ~~duties~~member ~~or contractual obligations~~ of ~~our~~the ~~officers~~Financial ~~or directors~~Industry ~~will~~Regulatory ~~materially~~Authority ~~affect~~(“FINRA”) ~~our~~that ~~ability to complete~~ our Initial Business Combination, ~~particularly~~is asfair ~~we have agreed~~ to ~~customary exclusivity arrangements in~~ the ~~Merger~~Company ~~Agreement~~from ~~with~~a ~~respect~~financial topoint of ~~the Proposed Business Combination~~view. ~~Our~~We ~~Charter~~did ~~provides~~not ~~that,~~need to ~~the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty~~, ~~except~~ and todid ~~the~~not ~~extent expressly assumed by contract~~obtain, tosuch ~~refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered~~ an ~~opportunity~~opinion ~~to participate~~ in, ~~any~~connection ~~potential~~with ~~transaction or matter which may be a corporate opportunity for any director or officer, on~~ the ~~one~~Proposed ~~hand,~~Business ~~and us, on the other~~Combination.

11Each of our directors and officers own, directly or indirectly, Founder Shares and/or Private Placement Warrants, and, accordingly, may have a conflict of interest in determining whether a particular target business, including iRocket, is an appropriate business with which to effectuate our Initial Business Combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our Initial Business Combination. See “Item 1A. Risk Factors—Since our Sponsor, executive officers and directors will lose their entire investment in us if an Initial Business Combination is not completed (other than with respect to Public Shares they may hold), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our Initial Business Combination” and other risk factors herein.

~~Table of Contents~~5

~~Our officers~~Table or directors have had prior experience in blank check companies or special purpose acquisition corporations including WL Ross Holding Corp. Our Sponsor, officers and directors may also sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an Initial Business Combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our Initial Business Combination, particularly as we have agreed to customary exclusivity arrangements in the Merger Agreement with respect to the Proposed Business Combination. In addition, our Sponsor, 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.Contents

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity or entities pursuant to which such officer or director is required to present a business combination opportunity to such entity or entities. 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 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, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our Initial Business Combination, particularly as we have agreed to customary exclusivity arrangements in the Merger Agreement with respect to the Proposed Business Combination. Our Charter provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Our ~~securities~~officers ~~have~~or ~~been delisted~~directors ~~from~~have ~~the~~had ~~NYSE.~~prior Weexperience doin ~~not~~blank ~~expect~~check tocompanies beor ~~able~~special topurpose ~~re-list~~acquisition ~~its~~corporations ~~securities~~including ~~for~~WL ~~trading~~Ross onHolding ~~any other national securities exchange at this time~~Corp. As ofOur ~~the date of this Annual Report~~Sponsor, ~~our securities are not quoted on an over-the-counter market. We and our shareholders will face significant~~ ~~material~~officers ~~adverse consequences as a result of our securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated,~~ and ~~liquidity~~directors inmay ~~our~~also ~~securities is severely limited~~sponsor, ~~because~~form ~~our~~or ~~securities~~participate ~~are~~in ~~not~~other ~~quoted~~blank oncheck ancompanies ~~over-the-counter market.~~similar ~~See~~to ~~“Item~~ours ~~1A.~~during ~~Risk Factors—The Company’s securities have been delisted from~~ the ~~NYSE.~~period Asin ~~of the date of this~~which ~~Annual~~we ~~Report, the Company’s securities~~ are ~~not~~seeking ~~quoted on~~ an ~~over-the-counter~~Initial ~~market~~Business Combination. ~~The~~Any ~~Company~~such ~~and~~companies ~~its~~may ~~shareholders~~present ~~face~~additional ~~significant, material~~conflicts ~~adverse consequences as a result~~ of ~~the~~interest ~~Company’s~~in ~~continued~~pursuing ~~delisting.~~an ~~Although our securities are not currently listed~~acquisition ~~on NYSE or Nasdaq~~target, ~~our~~particularly ~~were~~in ~~not so listed at~~ the ~~time~~event wethere ~~entered~~is ~~into~~overlap ~~the~~among ~~Merger~~investment ~~Agreement~~mandates. However, ~~and if~~ we do not ~~complete~~currently ~~the~~expect ~~Proposed~~that ~~Business Combination~~any ~~and~~such ~~instead~~other blank ~~seek~~check tocompany ~~enter~~would ~~into~~materially ~~another~~affect ~~Initial~~our ~~Business~~ability ~~Combination, are not expected~~ to becomplete soour ~~listed at the relevant time, if, at the time of we enter into a definitive agreement for such other~~ Initial Business Combination, ~~our~~particularly ~~securities~~as ~~are~~we ~~listed on NYSE or Nasdaq, such other Initial Business Combination must occur with one or more target businesses that together~~ have anagreed ~~aggregate fair~~to ~~market~~customary ~~value~~exclusivity ofarrangements ~~at least 80% of the net assets held~~ in the ~~Trust~~Merger ~~Account~~Agreement ~~(excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection~~ with such other Initial Business Combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the ~~satisfaction~~ ofProposed ~~such~~Business ~~criteria~~Combination. ~~While~~In weaddition, ~~consider it unlikely that~~ our ~~board will not be able to make an independent determination of the~~Sponsor, ~~fair~~officers ~~market~~and ~~value of a target business or businesses if needed~~directors, itare ~~may~~not berequired ~~unable~~ to docommit soany ifspecified ~~the board is less familiar or experienced with the target company’s business, there is a significant~~ amount of ~~uncertainty~~time as to ~~the~~our ~~value of the company’s assets or prospects~~affairs, ~~including if such company is at an early stage of development~~and, ~~operations or growth~~accordingly, orwill ifhave ~~the anticipated transaction involves~~conflicts aof ~~complex~~interest ~~financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary~~ in ~~conducting~~allocating ~~such~~management ~~analysis.~~time ~~Since~~among ~~any~~various ~~opinion, if obtained, would merely state that the fair market value of the target~~ business ~~meets the 80% of net assets threshold~~activities, ~~unless~~including ~~such~~identifying ~~opinion~~potential ~~includes material information regarding the valuation of a target~~ business orcombinations 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~~monitoring ~~will include such opinion. No such opinion was required or obtained in connection with~~ the ~~Proposed~~related ~~Business~~due ~~Combination~~diligence.

We have structured the Proposed Business Combination so that the post-business combination company in which our Public Shareholders will own shares will indirectly own or acquire 100% of the equity interests or assets of iRocket. If we do not complete the Proposed Business Combination and search for an alternate Initial Business Combination, we anticipate structuring our Initial Business Combination so that the post-business combination company in which holders of our Public Shares (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 any Initial Business Combination other than the Proposed 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 Initial 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 company for it not to be required to register as an investment company under 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 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 Initial Business Combination. 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 our Initial Business Combination could own less than a majority of our 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. In addition, we have agreed not to enter into a definitive agreement regarding an Initial Business Combination without the prior consent of our Sponsor. Our Sponsor consented to the Proposed Business Combination As noted above, our securities are not currently listed on NYSE, Nasdaq or another national securities exchange and are not expected to be so listed at the time of our Initial Business Combination. If our securities are not then listed on the NYSE, Nasdaq or another national securities exchange with a similar test for whatever reason, we would not be required to meet the foregoing 80% of net assets test. For additional information on the Proposed Business Combination, you are urged to read our Current Report on Form 8-K filed with the SEC on July 23, 2025 and the registration statement on Form S-4 to be filed by Holdco in connection with the Proposed Business Combination when it becomes available, the amendments thereto, as well as other documents filed with the SEC in connection with the Proposed Business Combination.

12Our securities have been delisted from the NYSE. We do not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of the date of this Annual Report, our securities are not quoted on an over-the-counter market. We and our shareholders will face significant material adverse consequences as a result of our securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated, and liquidity in our securities is severely limited, because our securities are not quoted on an over-the-counter market. See “Item 1A. Risk Factors—The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting. Although our securities are not currently listed on NYSE or Nasdaq, were not so listed at the time we entered into the Merger Agreement, and if we do not complete the Proposed Business Combination and instead seek to enter into another Initial Business Combination, are not expected to be so listed at the relevant time, if, at the time of we enter into a definitive agreement for such other Initial Business Combination, our securities are listed on NYSE or Nasdaq, such other Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with such other Initial Business Combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. 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 if needed, 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. No such opinion was required or obtained in connection with the Proposed Business Combination.

~~Table~~We have structured the Proposed Business Combination so that the post-business combination company in which our Public Shareholders will own shares will indirectly own or acquire 100% of ~~Contents~~the equity interests or assets of iRocket. If we do not complete the Proposed Business Combination and search for an alternate Initial Business Combination, we anticipate structuring our Initial Business Combination so that the post-business combination company in which holders of our Public Shares (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 any Initial Business Combination other than the Proposed 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 Initial 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 company for it not to be required to register as an investment company under 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 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 Initial Business Combination. 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 our Initial Business Combination could own less than a majority of our 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. In addition, we have agreed not to enter into a definitive agreement regarding an Initial Business Combination without the prior consent of our Sponsor. Our Sponsor consented to the Proposed Business Combination As noted above, our securities are not currently listed on NYSE, Nasdaq or another national securities exchange and are not expected to be so listed at the time of our Initial Business Combination. If our securities are not then listed on the NYSE, Nasdaq or another national securities exchange with a similar test for whatever reason, we would not be required to meet the foregoing 80% of net assets test. For additional information on the Proposed Business Combination, you are urged to read our Current Report on Form 8-K filed with the SEC on July 23, 2025 and the registration statement on Form S-4 to be filed by Holdco in connection with the Proposed Business Combination when it becomes available, the amendments thereto, as well as other documents filed with the SEC in connection with the Proposed Business Combination.

~~Effecting Our Initial Business Combination~~6

~~As described~~Table above, we have entered into the Merger Agreement and intend to complete the Proposed Business Combination with iRocket. Unless otherwise stated, this Comprehensive Form 10-K does not assume the closing of ~~the Proposed Business Combination. References to the term “Initial Business Combination” in this section include the Proposed Business Combination where context requires.~~Contents

~~We are~~Effecting ~~not~~Our ~~presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate the Proposed Business Combination, and any other~~ Initial Business Combination, using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of shares in connection with our Initial Business Combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing or other sources.

~~We may~~As ~~seek~~described toabove, ~~complete~~we ~~our~~have entered ~~Initial~~into ~~Business~~the ~~Combination~~Merger ~~with~~Agreement aand ~~company~~intend orto ~~business~~complete ~~that~~the ~~may~~Proposed beBusiness ~~financially~~Combination ~~unstable~~with oriRocket. inUnless ~~its~~otherwise ~~early~~stated, ~~stages~~this ofAnnual ~~development~~Report ordoes ~~growth,~~not ~~which~~assume ~~would~~the ~~subject~~closing usof to the ~~numerous~~Proposed ~~risks~~Business ~~inherent in such companies and businesses~~Combination. ~~Although~~References ~~our management endeavored~~ to ~~evaluate~~ the ~~risks~~term ~~inherent~~“Initial Business Combination” in ~~iRocket’s~~this ~~business,~~section ~~and~~include ~~will endeavor to evaluate~~ the ~~risks~~Proposed ~~inherent~~Business inCombination ~~any~~where ~~other particular~~context ~~target business, we cannot assure you that we will properly ascertain or assess all significant risk factors~~requires.

~~If our~~We ~~Initial~~are ~~Business~~not ~~Combination~~presently isengaged in, ~~paid~~and ~~for~~we ~~using~~will ~~equity,~~not asengage ~~will~~in, beany ~~the~~operations ~~case~~ for ~~the~~an ~~Proposed~~indefinite ~~Business~~period ~~Combination, or debt, or not all~~ of ~~the~~time. ~~funds~~We ~~released~~intend ~~from~~to ~~the~~effectuate ~~Trust Account are used for payment of~~ the ~~consideration~~Proposed ~~in connection with our Initial~~ Business Combination, orand ~~used~~any ~~for~~other ~~redemptions~~Initial ofBusiness ~~our Public Shares~~Combination, weusing ~~may~~cash ~~apply~~from the ~~balance~~proceeds of the ~~cash~~Initial ~~released~~Public toOffering usand ~~from~~ the ~~Trust~~Private ~~Account~~Placement, ~~for general~~the ~~corporate~~proceeds ~~purposes, including for maintenance or expansion~~ of ~~operations of~~ the ~~post-business~~sale ~~combination company, the payment~~ of ~~principal or~~shares ~~interest due on indebtedness incurred~~ in ~~completing~~connection with our Initial Business Combination, toshares ~~fund~~issued to the ~~purchase~~owners of ~~other~~the ~~companies~~target, ordebt ~~for~~issued ~~working~~to ~~capital.~~bank Asor aother ~~result~~lenders ofor the ~~previous~~owners ~~redemptions~~ of ~~Public Shares in connection with~~ the ~~Extensions~~target, ~~our~~or ~~Trust Account has limited remaining funds and therefore will not be~~ a ~~material~~combination ~~source~~ of ~~financing~~the ~~for~~foregoing ~~any~~or ~~Initial~~other ~~Business Combination~~sources.

We may ~~need~~seek to ~~obtain additional financing to~~ complete our Initial Business Combination, ~~either~~with ~~because~~a ~~the~~company ~~transaction~~or ~~requires~~business ~~more~~that ~~cash than~~may isbe ~~available~~financially ~~from~~unstable ~~the~~or ~~proceeds~~in ~~held~~its inearly ~~our~~stages ~~Trust~~of ~~Account,~~development or ~~because~~growth, which wewould ~~become~~subject ~~obligated~~us to ~~redeem a significant number of our Public Shares upon completion of~~ the ~~Initial~~numerous ~~Business~~risks ~~Combination,~~inherent in ~~which~~such ~~case~~companies weand ~~may~~businesses. ~~issue~~Although ~~additional~~our ~~securities~~management orendeavored ~~incur~~to ~~debt in connection~~evaluate ~~with~~the ~~such~~risks ~~Initial~~inherent ~~Business~~in ~~Combination.~~iRocket’s ~~There~~business, ~~are~~and nowill ~~prohibitions~~endeavor ~~on our ability~~ to ~~issue~~evaluate ~~securities~~the orrisks ~~incur~~inherent ~~debt~~ in ~~connection~~any ~~with our~~other ~~Initial~~particular ~~Business~~target ~~Combination.~~business, we Wecannot ~~are~~assure ~~seeking~~you tothat ~~obtain~~we ~~additional~~will ~~financing~~properly inascertain ~~connection~~or ~~with~~assess ~~the~~all ~~Proposed~~significant ~~Business~~risk ~~Combination~~factors.

~~Sources~~If our Initial Business Combination is paid for using equity, as will be the case for the Proposed Business Combination, or debt, or not all of ~~Target~~the ~~Businesses~~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 Public 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. As a result of the previous redemptions of Public Shares in connection with the Extensions, our Trust Account has limited remaining funds and therefore will not be a material source of financing for any Initial Business Combination.

~~As described~~We ~~above,~~may weneed ~~intend~~ to ~~complete~~obtain ~~the~~additional financing ~~Proposed~~to ~~Business Combination with iRocket. However, if we do not~~ complete ~~the~~our ~~Proposed Business Combination and instead seek another~~ Initial Business Combination, ~~target~~either ~~business~~because candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. 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 some of these sources will have read our filings with the ~~SEC~~transaction ~~and~~requires ~~know~~more ~~what~~cash ~~types~~than ofis ~~businesses~~available wefrom ~~are targeting. If we do not complete~~ the ~~Proposed Business Combination and instead seek another Initial Business Combination, our officers~~proceeds ~~and~~held ~~directors,~~in ~~as well as their affiliates, may also bring to~~ our ~~attention~~Trust ~~target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have~~Account, ~~as well as attending trade shows~~ or ~~conventions.~~ Inbecause ~~addition, if~~ we dobecome ~~not~~obligated ~~complete the Proposed Business Combination and instead seek another Initial Business Combination, we expect~~ to ~~receive~~redeem a significant number of ~~proprietary~~our ~~deal~~Public ~~flow~~Shares ~~opportunities~~upon ~~that~~completion ~~would not otherwise necessarily be available to us as a result~~ of the ~~business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional~~Initial ~~firms~~Business ~~or other individuals that specialize in business acquisitions on any formal basis~~Combination, ~~we may engage these firms or other individuals~~ in ~~the future, in~~ which ~~event~~case we may ~~pay~~issue aadditional ~~finder’s~~securities ~~fee, consulting fee~~ or ~~other~~incur ~~compensation~~debt ~~to be determined~~ in anconnection ~~arm’s length~~with ~~negotiation~~such ~~based~~Initial onBusiness ~~the terms of the transaction~~Combination. There Weare ~~will~~no ~~engage~~prohibitions aon ~~finder only to the extent~~ our ~~management~~ability ~~determines that the use of a finder may bring opportunities~~ to usissue ~~that~~securities ~~may not otherwise be available to us~~ or ifincur ~~finders~~debt ~~approach~~in usconnection ~~on an unsolicited basis~~ with ~~a potential transaction that~~ our ~~management~~Initial ~~determines~~Business ~~is in our best interest to pursue~~Combination. ~~Payment~~We ~~of finder’s fees is customarily~~are ~~tied~~seeking to ~~completion~~obtain ofadditional afinancing ~~transaction. No finder was engaged, and no finder fee will be paid,~~ in connection with the Proposed Business ~~Combination.~~ In no event will our Sponsor or any of our existing officers or directors, or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of any other Initial Business Combination ~~(regardless of the type of transaction that it is)~~.

13Sources of Target Businesses

~~Table~~As described above, we intend to complete the Proposed Business Combination with iRocket. However, if we do not complete the Proposed Business Combination and instead seek another Initial Business Combination, target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of ~~Contents~~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 some of these sources will have read our filings with the SEC and know what types of businesses we are targeting. If we do not complete the Proposed Business Combination and instead seek another Initial Business Combination, our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of 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. In addition, if we do not complete the Proposed Business Combination and instead seek another Initial Business Combination, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, 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 finder’s fees is customarily tied to completion of a transaction. No finder was engaged, and no finder fee will be paid, in connection with the Proposed Business Combination. In no event will our Sponsor or any of our existing officers or directors, or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of any other Initial Business Combination (regardless of the type of transaction that it is).

Commencing March 16, 2021, we have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, secretarial and administrative ~~support~~ 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. Except that we have the right to designate one director to the initial post-closing board of directors of Holdco, no such arrangements were entered in connection with the Proposed Business Combination. The presence or absence of any such fees or arrangements was not used as a criterion in our selection process for iRocket, and will not be used as a criterion in our selection process of any other acquisition candidate.

We are not prohibited from pursuing an Initial Business Combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our Initial Business Combination with a company that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such Initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context. The Proposed Business Combination is not a transaction with a company that is affiliated with our Sponsor, or any of our officers or directors.

If any of our officers or directors becomes aware of an Initial Business Combination opportunity that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

~~Evaluation of a Target Business and Structuring of an Initial Business Combination~~7

~~In evaluating iRocket,~~Table ~~we conducted a due diligence review~~ of iRocket, which included: (i) extensive meetings with iRocket’s management teams and representatives regarding iRocket’s operations, major customers, financial prospects and other customary due diligence matters; (ii) legal and commercial review of iRocket’s material business contracts, books and records, government regulations and filings, intellectual property and information technology; (iii) financial due diligence and analysis of iRocket; and (iv) research on the industry in which iRocket operates. In evaluating any other prospective target business, we expect to conduct a due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. We have expended considerable time, and incurred considerable costs, to select and evaluate iRocket and to structure and pursue completion of the Proposed Business Combination, and other prospective Initial Business Combinations. The time required to select and evaluate any other target business and to structure and complete any other 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, such as the transaction contemplated by the Terminated Business Combination Agreement, is not ultimately completed results in our incurring losses and reduces the funds we can use to complete another Initial Business Combination. The Company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our Initial Business Combination.Contents

14Evaluation of a Target Business and Structuring of an Initial Business Combination

~~Table~~In evaluating iRocket, we conducted a due diligence review of ~~Contents~~iRocket, which included: (i) extensive meetings with iRocket’s management teams and representatives regarding iRocket’s operations, major customers, financial prospects and other customary due diligence matters; (ii) legal and commercial review of iRocket’s material business contracts, books and records, government regulations and filings, intellectual property and information technology; (iii) financial due diligence and analysis of iRocket; and (iv) research on the industry in which iRocket operates. In evaluating any other prospective target business, we expect to conduct a due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. We have expended considerable time, and incurred considerable costs, to select and evaluate iRocket and to structure and pursue completion of the Proposed Business Combination, and other prospective Initial Business Combinations. The time required to select and evaluate any other target business and to structure and complete any other 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, such as the transaction contemplated by the Terminated Business Combination Agreement, is not ultimately completed results in our incurring losses and reduces the funds we can use to complete another Initial Business Combination. The Company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our Initial Business Combination.

Lack of Business Diversification

For an indefinite period of time after the completion of the Proposed Business Combination or any other Initial Business Combination, the prospects for our success will likely 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 the Proposed Business Combination or any other 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 the Proposed Business Combination or another 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 scrutinized the management of iRocket when evaluating the desirability of the Proposed Business Combination, and would scrutinize the management of a prospective target business when evaluating the desirability of effecting our Initial Business Combination with that business, our assessment of iRocket’s management, or such other 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. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our Initial Business Combination. While it is possible that one or more of our officers or directors will remain associated in some capacity with us following our Initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our Initial Business Combination. Moreover, we cannot assure investors that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure investors that any of our key personnel will remain in senior management or advisory positions with the Holdco or any other combined company. The determination as to whether any of our key personnel will remain with Holdco or any other combined company will be made at the time of the Proposed Business Combination or such other Initial Business Combination.

Following the Proposed Business Combination or another Initial Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure investors that we, Holdco or any other combined company will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

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

Although we do not intend to do so in connection with the Proposed Business Combination, we may conduct redemptions for any other Initial Business Combination without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Charter. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

The Company’s securities have been delisted from the NYSE. The Company does not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders will face significant material adverse consequences as a result of the Company’s securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated, and liquidity in the Company’s securities is severely limited, because the Company’s securities are not quoted on an over-the-counter market. See “Item 1A. Risk Factors—The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting.” As noted above, our securities are not currently listed on NYSE, Nasdaq or another national securities exchange and are not expected to be so listed prior to the time we consummate the Proposed Business Combination or another Initial Business Combination, if at all. However, if our securities are at the applicable time listed on NYSE, Nasdaq or another national securities exchange, the rules of such exchange may require shareholder approval for certain Initial Business Combinations. For example, under Nasdaq’s listing rules, shareholder approval would typically be required for any Initial Business Combination if, for example:8

●Table ~~We issue ordinary shares that will be equal to or in excess~~ of ~~20% of the number or voting power of our ordinary shares then outstanding (other than in a public offering);~~Contents

●The ~~Any~~Company’s securities have been delisted from the NYSE. The Company does not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of ~~our~~the ~~directors~~date of this Annual Report, ~~officers~~the orCompany’s ~~substantial~~securities ~~security~~are ~~holder~~not (quoted on an over-the-counter market. The Company and its shareholders will face significant material adverse consequences as ~~defined~~a byresult ~~Nasdaq)~~of ~~has~~the Company’s securities not being listed on a 5%national orsecurities ~~greater~~exchange. ~~interest,~~Such ~~directly~~material oradverse ~~indirectly~~consequences are exacerbated, and liquidity in the ~~target~~Company’s securities ~~business~~is orseverely ~~assets~~limited, tobecause bethe ~~acquired~~Company’s orsecurities ~~otherwise~~are ~~and~~not quoted on an over-the-counter ~~present~~market. orSee ~~potential~~“Item 1A. ~~issuance~~Risk Factors—The Company’s securities have been delisted from the NYSE. As of ~~ordinary~~the ~~shares~~date ~~could~~of ~~result~~this inAnnual Report, the Company’s securities are not quoted on an ~~increase~~over-the-counter inmarket. ~~issued~~The Company and ~~outstanding~~its ~~ordinary~~shareholders ~~shares~~face orsignificant, ~~voting~~material ~~power~~adverse consequences as a result of 1%the orCompany’s ~~more~~continued (delisting.” As noted above, our securities are not currently listed on NYSE, Nasdaq or 5%another national securities exchange and are not expected to be so listed prior to the time we consummate the Proposed Business Combination or ~~more~~another Initial Business Combination, if at all. However, if our securities are at the ~~related~~applicable ~~party~~time ~~involved~~listed ison ~~classified~~NYSE, asNasdaq ~~such~~or ~~solely~~another national ~~because~~securities exchange, the rules of such ~~person~~exchange ismay arequire ~~substantial~~shareholder ~~security~~approval ~~holder);~~for orcertain Initial Business Combinations. For example, under Nasdaq’s listing rules, shareholder approval would typically be required for any Initial Business Combination if, for example:

15● We issue ordinary shares that will be equal to or in excess of 20% of the number or voting power of our ordinary shares then outstanding (other than in a public offering); or

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

● The ~~issuance~~decision oras ~~potential~~to ~~issuance~~whether we will seek shareholder approval of ~~ordinary~~any ~~shares~~Initial Business Combination in those instances in which shareholder approval is not required by law will ~~result~~be made by us, solely in our ~~undergoing~~discretion, and will be based on business and reasons, which include a ~~change~~variety of ~~control.~~factors, including, but not limited to:

~~The decision~~● asthe totiming ~~whether~~of wethe ~~will~~transaction, ~~seek~~including ~~shareholder~~in ~~approval~~the ofevent ~~any~~we ~~Initial~~determine ~~Business~~shareholder ~~Combination~~approval inwould ~~those~~require ~~instances~~additional intime ~~which~~and ~~shareholder approval~~there is either not ~~required~~enough bytime ~~law~~to ~~will~~seek beshareholder ~~made~~approval byor ~~us,~~doing ~~solely~~so inwould ~~our~~place ~~discretion,~~the ~~and~~Company ~~will~~at bea ~~based~~disadvantage onin ~~business~~the ~~and~~transaction ~~reasons,~~or ~~which~~result ~~include a~~in ~~variety~~other ofadditional ~~factors,~~burdens ~~including,~~on ~~but~~the ~~not limited to:~~Company;

● the ~~timing~~expected cost of ~~the~~holding ~~transaction,~~a ~~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 Companyvote;

● the ~~expected~~risk ~~cost~~that ofthe ~~holding~~shareholders awould ~~shareholder~~fail ~~vote~~to approve the Initial Business Combination;

● ~~the~~other ~~risk~~time ~~that~~and ~~the~~budget ~~shareholders~~constraints ~~would~~of ~~fail to approve~~ the ~~Initial Business Combination~~Company; and

● ~~other~~additional ~~time~~legal ~~and~~complexities ~~budget~~of ~~constraints~~an ofInitial ~~the~~Business ~~Company;~~Combination that would be time-consuming and burdensome to present to shareholders.

●We ~~additional~~intend ~~legal~~to ~~complexities~~seek shareholder approval in connection with the Proposed Business Combination. As our Sponsor owns 98.2% of anour ~~Initial~~ordinary shares, we will obtain shareholder approval of the Proposed Business Combination, ~~that~~or ~~would~~any beother ~~time-consuming~~Initial ~~and~~Business ~~burdensome~~Combination, toregardless ~~present~~of tohow ~~shareholders~~Public Shareholders vote.

~~We intend~~Redemption toRights ~~seek~~for ~~shareholder~~Public ~~approval~~Shareholders ~~in connection with the Proposed Business Combination. As our Sponsor owns 98.2% of our ordinary shares,~~upon weCompletion ~~will obtain shareholder approval~~ of ~~the~~Our ~~Proposed Business Combination, or any other~~ Initial Business Combination~~, regardless of how Public Shareholders vote.~~

~~Redemption~~We will provide our Public ~~Rights~~Shareholders ~~for~~with the opportunity to redeem all or a portion of their Public ~~Shareholders~~Shares upon ~~Completion~~the completion of our Initial Business Combination, including the Proposed 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 net of taxes paid or payable, if any, divided by the number of then-outstanding Public Shares, subject to the limitations described herein. For illustrative purposes, as of June 30, 2025, the amount in the Trust Account was approximately $11.83 per Public Share. The per-share amount we will distribute to investors who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters of our Initial Public Offering, if any. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its Public Shares. There will be no redemption rights upon the completion of our Initial Business Combination with respect to our Warrants. Further, we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its Public Shares, if the Proposed Business Combination or another Initial Business Combination does not close. Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of our Initial Business Combination and (ii) a shareholder vote to approve an amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with our Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by September 16, 2026 or (B) with respect to any other provision relating to the rights of Public Shareholders or pre-Initial Business Combination activity.

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our Initial Business Combination, including the Proposed 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 net of taxes paid or payable, if any, divided by the number of then-outstanding Public Shares, subject to the limitations described herein. For illustrative purposes, as of June 30, 2025, the amount in the Trust Account was approximately $11.83 per Public Share. The per-share amount we will distribute to investors who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters of our Initial Public Offering, if any. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its Public Shares. There will be no redemption rights upon the completion of our Initial Business Combination with respect to our Warrants. Further, we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its Public Shares, if the Proposed Business Combination or another Initial Business Combination does not close. Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of our Initial Business Combination and (ii) a shareholder vote to approve an amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with our Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026 or (B) with respect to any other provision relating to the rights of Public Shareholders or pre-Initial Business Combination activity.9

~~Limitations on~~Table ~~Redemptions~~of Contents

~~If we~~Limitations doon not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, such other Initial Business Combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of such Initial Business Combination. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of such Initial Business Combination exceed the aggregate amount of cash available to us, we will not complete such Initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof.Redemptions

16If we do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, such other Initial Business Combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of such Initial Business Combination. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of such Initial Business Combination exceed the aggregate amount of cash available to us, we will not complete such Initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof.

~~Table~~Manner of ~~Contents~~Conducting Redemptions

~~Manner~~We will provide our Public Shareholders with the opportunity to redeem all or a portion of ~~Conducting~~their ~~Redemptions~~Public Shares upon the completion of our Initial Business Combination, including the Proposed Business Combination, either (i) in connection with a shareholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of any Initial Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company where we do not survive, such as the Proposed Business Combination, or seek to amend our Charter would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. The Company’s securities have been delisted from the NYSE. The Company does not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders will face significant material adverse consequences as a result of the Company’s securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated, and liquidity in the Company’s securities is severely limited, because the Company’s securities are not quoted on an over-the-counter market. See “Item 1A. Risk Factors —The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting.” and “Item 1A. Risk Factors – Even if the Company re-lists its securities on Nasdaq, Nasdaq may delist the Company’s securities from trading on its exchange for a number of reasons, including because the extension of the Company’s deadline to complete an Initial Business Combination contravenes Nasdaq rules, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.” Unless our securities are then listed on NYSE, Nasdaq or another national securities exchange, we will not be required to comply with the rules of such exchange. Our Public Shareholders will have the opportunity to redeem all or a portion of their Public Shares upon the completion of the Proposed Business Combination in connection with a shareholder meeting to be called to approve the Proposed Business Combination.

~~We will~~If ~~provide~~we ~~our~~hold ~~Public Shareholders with the opportunity to redeem all or~~ a ~~portion of their Public Shares upon the completion of our Initial Business Combination, including the Proposed Business Combination, either (i) in connection with a~~ shareholder ~~meeting called~~vote to approve ~~the~~our Initial Business Combination ~~or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of any Initial 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~~intend ~~deemed~~ to bedo ain ~~foreign~~connection private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with ~~our Company where we do not survive, such as~~ the Proposed Business Combination, or seek to amend our Charter would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. The Company’s securities have been delisted from the NYSE. The Company does not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders will ~~face significant material adverse consequences as a result of the Company’s securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated~~, ~~and liquidity in the Company’s~~pursuant securities is severely limited, because the Company’s securities are not quoted on an over-the-counter market. See “Item 1A. Risk Factors —The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting. ” and “Item 1A. Risk Factors – Even if the Company re-lists its securities on Nasdaq, Nasdaq may delist the Company’s securities from trading on its exchange for a number of reasons, including because the extension of the Company’s deadline to complete an Initial Business Combination contravenes Nasdaq rules, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.” Unless our securities are then listed on NYSE, Nasdaq or another national securities exchange, we will not be required to comply with the rules of such exchange. Our Public Shareholders will have the opportunity to redeem all or a portion of their Public Shares upon the completion of the Proposed Business Combination in connection with a shareholder meeting to be called to approve the Proposed Business Combination.Charter:

~~If we~~● ~~hold~~conduct athe ~~shareholder~~redemptions ~~vote~~in toconjunction ~~approve~~with ~~our~~a ~~Initial~~proxy ~~Business~~solicitation ~~Combination,~~pursuant asto weRegulation ~~intend~~14A toof dothe inExchange ~~connection~~Act, ~~with~~which regulates the ~~Proposed~~solicitation ~~Business~~of ~~Combination~~proxies, we ~~will,~~and not pursuant to ~~our~~the ~~Charter:~~tender offer rules; and

● ~~conduct~~file ~~the~~proxy ~~redemptions~~materials ~~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~~SEC.

●In ~~file~~the event that we seek shareholder approval of our Initial Business Combination, as we intend to do in connection with the Proposed Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the ~~SEC~~redemption rights described above upon completion of the Proposed Business Combination or such other Initial Business Combination.

~~In the~~If ~~event that~~ we seek shareholder approval ~~of our Initial Business Combination~~, as we intend to do in connection with the Proposed Business Combination, we will ~~distribute~~complete ~~proxy~~our ~~materials~~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 ~~connection~~favor of ~~therewith~~the Initial Business Combination. In such case, ~~provide~~our Sponsor and each member of our management team have agreed to vote their Founder Shares and Public ~~Shareholders~~Shares in favor of the Proposed Business Combination or any other Initial Business Combination. Following the redemptions of Public Shares in connection with implementation of the ~~redemption~~Extensions, ~~rights~~only 155,614 Public Shares remain outstanding. As a result, we will ~~described~~not ~~above~~need ~~upon~~any ~~completion~~of the remaining Public Shares sold in the Initial Public Offering to be voted in favor of an Initial Business Combination, including the Proposed Business Combination, orin ~~such~~order ~~other~~to have our Initial Business Combination, including the Proposed Business Combination, approved.

~~If we~~Each ~~seek~~Public ~~shareholder~~Shareholder ~~approval,~~may elect ~~as we intend~~ to doredeem intheir ~~connection~~Public ~~with~~Shares ~~the~~irrespective ~~Proposed~~of ~~Business~~whether ~~Combination,~~they wevote ~~will~~for ~~complete~~or ~~our~~against an Initial Business Combination, ~~only~~including ~~if a majority of~~ the ~~ordinary~~Proposed Business ~~shares~~Combination, ~~represented in person~~ or ~~by proxy and entitled to~~ vote ~~thereon, voted~~ at ~~a shareholder meeting are voted in favor of the Initial Business Combination~~all. In ~~such case~~addition, our Sponsor and each member of our management team have entered into an agreement with us pursuant to which they have agreed to ~~vote~~waive their redemption rights with respect to any Founder Shares and Public Shares inheld ~~favor~~by ofthem in ~~the~~connection ~~Proposed~~with ~~Business~~(i) ~~Combination~~the orcompletion of any ~~other~~ Initial Business Combination~~. Following~~, including the ~~redemptions~~Proposed ofBusiness ~~Public~~Combination ~~Shares~~and in(ii) ~~connection~~a ~~with~~shareholder vote ~~implementation~~to ofapprove ~~the~~an ~~Extensions,~~amendment ~~only~~to ~~155,614~~our ~~Public~~Charter ~~Shares~~(A) ~~remain~~that ~~outstanding. As~~would amodify ~~result,~~the wesubstance ~~will~~or ~~not~~timing ~~need~~of ~~any~~our ofobligation to provide Public Shareholders the ~~remaining~~right to have their Public Shares ~~sold~~redeemed in ~~the~~connection ~~Initial~~with ~~Public~~our ~~Offering~~Initial toBusiness beCombination ~~voted~~or into ~~favor~~redeem 100% of anour ~~Initial~~Public Shares ~~Business~~if ~~Combination,~~we ~~including~~do not complete the Proposed Business Combination, inor ~~order~~another ~~to have our~~ Initial Business Combination by September 16, ~~including~~2026 ~~the~~or ~~Proposed~~(B) with respect to any other provision relating to the rights of our Public Shareholders or pre-Initial Business Combination, ~~approved~~activity.

Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against an Initial Business Combination, including the Proposed Business Combination, or vote at all. In addition, our Sponsor and each member of our management team have entered into an agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of any Initial Business Combination, including the Proposed Business Combination and (ii) a shareholder vote to approve an amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with our Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026 or (B) with respect to any other provision relating to the rights of our Public Shareholders or pre-Initial Business Combination activity.10

17Table of Contents

~~Table~~If, for an Initial Business Combination other than the Proposed Business Combination, we conduct redemptions pursuant to the tender offer rules of ~~Contents~~the SEC, we will, pursuant to our Charter:

~~If, for~~● anconduct ~~Initial Business Combination other than~~ the ~~Proposed Business Combination, we conduct~~ redemptions pursuant to ~~the~~Rule ~~tender~~13e-4 ~~offer rules~~and Regulation 14E of the ~~SEC~~Exchange Act, wewhich ~~will,~~regulate ~~pursuant~~issuer totender ~~our~~offers; ~~Charter:~~and

● ~~conduct~~file tender offer documents with the ~~redemptions~~SEC ~~pursuant~~prior to ~~Rule~~completing ~~13e-4~~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 ~~14E~~14A of the Exchange Act, which ~~regulate~~regulates ~~issuer~~the ~~tender~~solicitation ~~offers;~~of ~~and~~proxies.

●Upon ~~file~~the ~~tender~~public ~~offer~~announcement of ~~documents~~such ~~with~~an ~~the~~Initial ~~SEC~~Business ~~prior~~Combination, toif ~~completing~~we ~~our~~elect ~~Initial~~to ~~Business~~conduct ~~Combination~~redemptions ~~which~~pursuant ~~contain~~to ~~substantially~~ the ~~same~~tender ~~financial~~offer rules, we and ~~other~~our ~~information~~Sponsor ~~about~~will terminate ~~the~~any ~~Initial~~plan ~~Business~~established ~~Combination~~in ~~and~~accordance ~~the~~with ~~redemption~~Rule ~~rights~~10b5-1 asto ispurchase ~~required~~Class ~~under~~A ~~Regulation~~Ordinary ~~14A~~Shares ofin the ~~Exchange~~open ~~Act~~market, ~~which~~in ~~regulates~~order ~~the~~to ~~solicitation~~comply with ofRule ~~proxies~~14e-5 under the Exchange Act.

~~Upon~~ In the ~~public~~event ~~announcement of such an Initial Business Combination, if~~ we ~~elect to~~ conduct redemptions pursuant to the tender offer rules, we ~~and~~ our ~~Sponsor~~offer to redeem will ~~terminate~~remain ~~any~~open ~~plan~~for ~~established~~at least twenty business days, in accordance with Rule ~~10b5~~14e-1(a) under the Exchange Act, and we will not be permitted to ~~purchase~~complete ~~Class~~our AInitial ~~Ordinary~~Business ~~Shares~~Combination inuntil the ~~open~~expiration of the tender offer ~~market~~period. In addition, inthe ~~order~~tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted to ~~comply~~redeem. ~~with~~If ~~Rule~~Public ~~14e-5~~Shareholders ~~under~~tender more Public Shares than we have offered to purchase, we will withdraw the ~~Exchange~~tender offer ~~Act~~and not complete such Initial Business Combination.

~~In the~~Limitation ~~event~~on weRedemption ~~conduct~~upon ~~redemptions~~Completion ~~pursuant to the tender offer rules, our offer to redeem will remain open for at least twenty business~~of ~~days,~~Our ~~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~~We ~~Shareholders~~Seek ~~tender~~Shareholder ~~more Public Shares than we have offered to purchase, we will withdraw the tender offer and not complete such Initial Business Combination.~~Approval

~~Limitation on~~If ~~Redemption~~we ~~upon~~seek ~~Completion~~shareholder approval of ~~Our~~our Initial Business Combination, Ifas we plan to do for the Proposed Business Combination, and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the remaining shares sold in the Initial Public Offering, which we refer to as “Excess Shares,” without our prior consent. We ~~Seek~~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 Initial Business Combination, including the 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 ~~Approval~~holding more than an aggregate of 15% of the remaining shares sold in the 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 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 remaining shares sold in the 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 an Initial Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our Initial Business Combination.

~~If we~~Permitted ~~seek~~Purchases ~~shareholder approval of our Initial Business Combination, as we plan to do for the Proposed Business Combination,~~ and weOther ~~do not~~Transactions ~~conduct redemptions in connection~~ with ~~our~~Respect ~~Initial Business Combination pursuant~~ to ~~the~~Our tender offer rules, our Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the remaining shares sold in the Initial Public Offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Initial Business Combination, including the 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 remaining shares sold in the 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 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 remaining shares sold in the 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 an Initial Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our Initial Business Combination.Securities

~~Permitted~~If we seek shareholder approval ~~Purchases~~of any Initial Business Combination, as we plan to do in connection with the Proposed Business Combination, and ~~Other~~we ~~Transactions~~do not conduct redemptions in connection with ~~Respect~~such Initial Business Combination pursuant to ~~Our~~the ~~Securities~~tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of an Initial Business Combination, although they are under no obligation or duty to do so.

IfAny such price per share may webe ~~seek~~different ~~shareholder~~than ~~approval~~the ofamount ~~any~~per ~~Initial~~share ~~Business~~a ~~Combination,~~Public asShareholder wewould ~~plan~~receive if it elected to doredeem its Public Shares in connection with such ~~the~~Initial ~~Proposed~~ Business Combination. Such a purchase may include a contractual acknowledgment that such shareholder, although still the ~~and~~record weholder doof ~~not~~our ~~conduct~~shares ~~redemptions~~is inno ~~connection~~longer ~~with~~the ~~such~~beneficial ~~Initial~~owner ~~Business~~thereof ~~Combination~~and ~~pursuant~~therefore agrees not to ~~the~~exercise ~~tender~~its ~~offer~~redemption ~~rules,~~rights. In the event that our Sponsor, directors, executive officers, advisors or their affiliates ~~may~~ purchase Public Shares ~~or Public Warrants~~ in privately negotiated transactions orfrom inPublic ~~the~~Shareholders ~~open~~who ~~market~~have ~~either~~already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to orredeem ~~following~~their Public Shares. It is intended that, if Rule 10b-18 would apply to purchases by the ~~completion~~Sponsor, directors, ofexecutive anofficers, ~~Initial~~advisors ~~Business~~or ~~Combination~~their affiliates, ~~although~~then ~~they~~such ~~are~~purchases will comply with Rule 10b-18 under nothe ~~obligation~~Exchange Act, orto ~~duty~~the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to dotiming, pricing soand volume of purchases.

~~Any such~~Additionally, ~~price~~at ~~per~~any ~~share~~time at ~~may~~or beprior ~~different~~to ~~than~~ the ~~amount~~Proposed ~~per~~Business ~~share~~Combination aor ~~Public~~such ~~Shareholder~~other ~~would~~Initial ~~receive~~Business ifCombination, itsubject ~~elected~~ to ~~redeem~~applicable ~~its~~securities ~~Public~~laws (including ~~Shares~~with inrespect ~~connection~~to ~~with~~material ~~such~~nonpublic ~~Initial~~information), ~~Business~~our ~~Combination.~~Sponsor, ~~Such~~directors, aexecutive ~~purchase~~officers, ~~may~~advisors ~~include~~or atheir ~~contractual~~affiliates ~~acknowledgment~~may ~~that~~enter ~~such shareholder,~~into ~~although~~transactions ~~still~~with ~~the~~investors ~~record~~and ~~holder~~others ofto ~~our~~provide ~~shares~~them iswith noincentives ~~longer~~to ~~the~~acquire ~~beneficial~~Public ~~owner~~Shares, ~~thereof~~vote ~~and~~their ~~therefore~~Public ~~agrees~~Shares ~~not~~in tofavor ~~exercise its redemption~~of ~~rights. In~~ the ~~event~~Proposed ~~that~~Business ~~our~~Combination ~~Sponsor,~~or ~~directors,~~such ~~executive~~other ~~officers,~~Initial ~~advisors~~Business Combination or ~~their~~not ~~affiliates~~redeem ~~purchase~~their Public Shares. inNone ~~privately negotiated~~of ~~transactions~~the ~~from~~funds ~~Public~~held in ~~Shareholders~~the ~~who~~Trust ~~have~~Account ~~already~~will ~~elected~~be used to ~~exercise~~purchase ~~their~~Public ~~redemption~~Shares ~~rights,~~or ~~such~~Public ~~selling~~Warrants ~~shareholders would~~in besuch ~~required~~transactions prior to ~~revoke~~completion ~~their~~of ~~prior~~the ~~elections~~Proposed Business toCombination ~~redeem~~or ~~their~~such ~~Public~~other ~~Shares~~Initial Business Combination. ItHowever, isthey ~~intended~~have ~~that,~~no ifcurrent ~~Rule~~commitments, ~~10b-18~~plans ~~would~~or ~~apply~~intentions to ~~purchases~~engage byin ~~the~~such ~~Sponsor,~~transactions ~~directors,~~and ~~executive~~have ~~officers,~~not ~~advisors~~formulated any terms or ~~their~~conditions ~~affiliates,~~for ~~then~~any such ~~purchases~~transactions. ~~will~~If ~~comply~~they ~~with~~engage ~~Rule~~in ~~10b-18~~such ~~under~~transactions, ~~the~~they ~~Exchange~~will ~~Act,~~be torestricted ~~the~~from ~~extent~~making itany ~~applies,~~such ~~which~~purchases ~~provides~~when athey ~~safe~~are ~~harbor~~in ~~for~~possession ~~purchases~~of ~~made~~any ~~under~~material ~~certain~~non-public ~~conditions,~~information ~~including~~not ~~with~~disclosed ~~respect~~ to the ~~timing,~~seller ~~pricing~~or ~~and~~if ~~volume~~such of purchases are prohibited by Regulation M under the Exchange Act.

Additionally, at any time at or prior to the Proposed Business Combination or such other Initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Proposed Business Combination or such other Initial Business Combination or not redeem their Public Shares. None of the funds held in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions prior to completion of the Proposed Business Combination or such other Initial Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will be restricted from 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.11

18Table of Contents

~~Table~~The purpose of ~~Contents~~any such transactions could be to (1) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Initial Business Combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Proposed Business Combination or another Initial Business Combination that may not otherwise have been possible.

~~The purpose~~In ofaddition, ~~any~~if such ~~transactions~~purchases are ~~could~~made, bethe topublic ~~(1)~~“float” ~~reduce~~of ~~the~~our ~~number~~securities ofmay ~~Public~~be ~~Warrants~~reduced ~~outstanding~~ and~~/or~~ ~~increase~~ the ~~likelihood~~number of ~~approval on~~beneficial ~~any matters submitted to the Public Warrant~~ holders ~~for~~of ~~approval~~our orsecurities ~~(2)~~may ~~satisfy~~be reduced, awhich ~~closing~~may ~~condition~~make init andifficult ~~agreement with a target that requires us~~ to ~~have~~maintain ~~a minimum net worth~~ or aobtain ~~certain amount of cash at~~ the ~~closing of our Initial Business Combination~~quotation, ~~where~~listing ~~it appears~~or ~~that~~trading ~~such requirement would otherwise not be met. Any such purchases~~ of our securities ~~may~~on ~~result~~a innational ~~the completion of the Proposed~~securities ~~Business Combination or another Initial Business Combination that may not otherwise have been possible~~exchange.

InOur Sponsor, directors, executive ~~addition~~officers, ifadvisors ~~such~~or ~~purchases~~their ~~are~~affiliates ~~made,~~anticipate that they may identify the ~~public~~shareholders ~~“float”~~with ofwhom our ~~securities~~Sponsor, directors, executive officers, advisors or their affiliates may bepursue ~~reduced~~privately ~~and~~negotiated transactions by either the ~~number~~shareholders ofcontacting ~~beneficial~~us ~~holders~~directly or by our receipt of redemption requests submitted by shareholders (in the case of Public Shares) following our ~~securities~~mailing ~~may~~of beproxy ~~reduced~~materials in connection with the Proposed Business Combination or another Initial Business Combination. To the extent that our Sponsor, ~~which~~directors, executive ~~may~~officers, ~~make~~advisors itor ~~difficult~~their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to ~~maintain~~redeem their Public Shares for a pro rata share of the Trust Account or vote ~~obtain~~against the ~~quotation~~Proposed Business Combination or any other Initial Business Combination, ~~listing~~whether or ~~trading~~not ofsuch ~~our~~shareholder ~~securities~~has already onsubmitted a ~~national~~proxy with respect to the Proposed Business Combination or such other Initial Business Combination but only if such shares have not already been voted at the general meeting related to the Proposed Business Combination or such other Initial Business Combination. Our Sponsor, directors, executive officers, 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 be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities ~~exchange~~laws.

Our Sponsor, directors, executive officers, advisors or their affiliates ~~anticipate~~will ~~that~~be ~~they~~restricted ~~may~~from ~~identify~~making ~~the~~purchases ~~shareholders~~of ~~with~~shares ~~whom~~if ~~our Sponsor,~~the ~~directors,~~purchases ~~executive~~would ~~officers,~~violate ~~advisors~~Section 9(a)(2) or ~~their~~Rule ~~affiliates~~10b-5 ~~may~~of ~~pursue privately negotiated transactions by either~~ the ~~shareholders contacting~~Exchange usAct. ~~directly~~Any orsuch bypurchases ~~our~~will ~~receipt~~be ofreported ~~redemption~~pursuant ~~requests~~to ~~submitted~~Section by13 ~~shareholders~~and ~~(in~~Section ~~the~~16 ~~case~~ of ~~Public~~the ~~Shares)~~Exchange ~~following~~Act ~~our mailing~~to ~~of proxy materials in connection with~~ the extent ~~Proposed~~such ~~Business~~purchasers ~~Combination~~are orsubject ~~another~~to ~~Initial~~such ~~Business~~reporting ~~Combination~~requirements. ToAdditionally, in the ~~extent that~~event our Sponsor, directors, executive officers, advisors or their affiliates ~~enter~~were ~~into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election~~ to ~~redeem~~purchase ~~their~~ Public Shares ~~for a pro rata share of the Trust Account~~ or ~~vote~~Public ~~against~~Warrants ~~the~~from ~~Proposed~~Public ~~Business Combination or any other Initial Business Combination~~Shareholders, ~~whether or not~~ such ~~shareholder~~purchases ~~has~~would ~~already~~be ~~submitted~~structured in acompliance ~~proxy~~ with ~~respect to~~ the ~~Proposed~~requirements ~~Business~~of ~~Combination~~Rule or14e-5 ~~such~~under ~~other Initial Business Combination but only if such shares have not already been voted at~~ the ~~general~~Exchange ~~meeting~~Act ~~related to the Proposed Business Combination or such other Initial Business Combination. Our Sponsor~~including, ~~directors,~~in ~~executive~~pertinent ~~officers~~part, ~~advisors~~through oradherence ~~their affiliates will select which shareholders~~ to ~~purchase shares from based on~~ the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.following:

~~Our Sponsor,~~● ~~directors,~~the ~~executive~~registration ~~officers,~~statement/proxy ~~advisors~~statement orfiled ~~their~~for ~~affiliates will be restricted from making purchases of shares if~~ the ~~purchases would~~Proposed ~~violate~~Business ~~Section~~Combination ~~9(a)(2)~~ or ~~Rule~~any ~~10b-5~~other ofInitial ~~the~~Business ~~Exchange~~Combination ~~Act.~~would ~~Any~~disclose ~~such purchases will be reported pursuant to Section 13 and Section 16 of~~ the ~~Exchange~~possibility ~~Act~~that ~~to the extent such purchasers are subject to such reporting requirements. Additionally, in the event~~ our Sponsor, directors, executive officers, advisors or their affiliates ~~were~~may to purchase Public Shares or Public Warrants from Public Shareholders~~, such~~ ~~purchases~~outside ~~would~~the beredemption ~~structured~~process, inalong ~~compliance~~ with the ~~requirements~~purpose of ~~Rule~~such ~~14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:~~purchases;

● ~~the~~if ~~registration statement/proxy statement filed for the Proposed Business Combination or any other Initial Business Combination would disclose the possibility that~~ our Sponsor, directors, executive officers, advisors or their affiliates ~~may~~were to purchase Public Shares or Public Warrants from Public Shareholders, ~~outside~~they ~~the~~would ~~redemption~~do ~~process,~~so ~~along~~at ~~with~~a price no higher than the ~~purpose~~price ofoffered ~~such~~through ~~purchases~~our redemption process;

● ifthe ~~our~~registration ~~Sponsor,~~statement/proxy ~~directors,~~statement ~~executive~~filed ~~officers,~~for ~~advisors~~the Proposed Business Combination or ~~their~~any ~~affiliates~~other ~~were~~Initial toBusiness ~~purchase~~Combination ~~Public~~would ~~Shares~~include ora ~~Public~~representation ~~Warrants~~that ~~from~~any ~~Public~~of ~~Shareholders~~our securities purchased by our Sponsor, ~~they~~directors, ~~would~~executive doofficers, soadvisors ator atheir ~~price~~affiliates nowould ~~higher~~not ~~than~~be voted in favor of approving the ~~price~~Proposed ~~offered~~Business ~~through~~Combination ~~our~~or ~~redemption~~such ~~process~~other Initial Business Combination;

● ~~the registration statement/proxy statement filed for the Proposed Business Combination or any other Initial Business Combination would include a representation that any of~~ our ~~securities purchased by our~~ Sponsor, directors, executive officers, advisors orand their affiliates would not bepossess ~~voted~~any inredemption ~~favor~~rights ofwith ~~approving~~respect ~~the~~to ~~Proposed~~our ~~Business~~securities ~~Combination~~ or, ~~such~~if ~~other~~they ~~Initial~~do ~~Business~~acquire ~~Combination~~and possess redemption rights, they would waive such rights; and

● ~~our~~we ~~Sponsor,~~would ~~directors,~~disclose ~~executive~~in ~~officers,~~a ~~advisors~~Form ~~and~~8-K, ~~their~~before ~~affiliates~~our ~~would~~security ~~not~~holder ~~possess~~meeting ~~any~~to ~~redemption~~approve ~~rights~~the ~~with~~Proposed ~~respect~~Business toCombination ~~our securities~~ or, ifsuch ~~they~~other doInitial ~~acquire~~Business ~~and possess redemption rights~~Combination, ~~they~~the ~~would~~following ~~waive~~material ~~such rights; and~~items:

●o wethe ~~would~~amount ~~disclose~~of inour asecurities ~~Form~~purchased ~~8-K,~~outside ~~before~~of ~~our~~the ~~security~~redemption ~~holder~~offer ~~meeting~~by toour ~~approve~~Sponsor, ~~the~~directors, ~~Proposed~~executive ~~Business~~officers, ~~Combination~~advisors orand ~~such~~their ~~other~~affiliates, ~~Initial~~along ~~Business~~with ~~Combination,~~ the ~~following~~purchase ~~material items:~~price;

o the ~~amount~~purpose of ~~our securities purchased outside of~~ the ~~redemption~~purchases ~~offer~~ by our Sponsor, directors, executive officers, advisors and their affiliates~~, along with the purchase price~~;

19o the impact, if any, of the purchases by our s Sponsor, directors, executive officers, advisors and their affiliates and their affiliates on the likelihood that the Proposed Business Combination or other Initial Business Combination will be approved;

~~Table~~o the identities of ~~Contents~~our security holders who sold to our Sponsor, directors, executive officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, executive officers, advisors and their affiliates; and

o the ~~purpose~~number of ~~the~~our ~~purchases~~securities byfor ~~our~~which ~~Sponsor,~~we ~~directors,~~have ~~executive~~received ~~officers,~~redemption ~~advisors~~requests ~~and~~pursuant ~~their~~to ~~affiliates;~~our redemption offer.

o the impact, if any, of the purchases by our s Sponsor, directors, executive officers, advisors and their affiliates and their affiliates on the likelihood that the Proposed Business Combination or other Initial Business Combination will be approved;12

oTable ~~the identities~~ of our security holders who sold to our Sponsor, directors, executive officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, executive officers, advisors and their affiliates; andContents

oPlease ~~the~~see ~~number~~“Risk Factors — If we seek shareholder approval of our ~~securities~~Initial ~~for~~Business ~~which~~Combination, as we ~~have~~intend ~~received~~to ~~redemption~~do ~~requests~~in ~~pursuant~~connection with the Proposed Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on any Initial Business Combination, including the Proposed Business Combination, and reduce the public “float” of our ~~redemption~~Class ~~offer~~A Ordinary Shares or Public Warrants.”

~~Please see~~Tendering ~~“Risk~~Share ~~Factors — If~~Certificates ~~we seek shareholder approval of our Initial Business Combination, as we intend to do~~ in ~~connection~~ Connection with the Proposed Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a ~~vote~~Tender onOffer ~~any Initial Business Combination, including the Proposed Business Combination, and reduce the public “float” of our Class A Ordinary Shares~~ or ~~Public~~Redemption ~~Warrants.”~~Rights

~~Tendering~~Public Shareholders seeking ~~Share~~to ~~Certificates~~exercise their redemption rights, whether they are record holders or hold their shares in ~~Connection~~“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 Proposed Business Combination or another Initial Business Combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our Public Shares in connection with the Proposed Business Combination or other Initial Business Combination will indicate the applicable delivery requirements, which will include the requirement that a ~~Tender~~beneficial ~~Offer~~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 ~~Redemption~~up ~~Rights~~to two business days prior to the initially scheduled vote on the proposal to approve the Proposed Business Combination or other Initial Business Combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their Public Shares.

~~Public Shareholders~~There ~~seeking~~is toa ~~exercise~~nominal ~~their~~cost ~~redemption rights, whether they are record holders or hold their shares in “street name,”~~associated ~~will~~with bethe ~~required~~above-referenced totendering ~~either~~process ~~tender~~and ~~their certificates (if any) to our transfer agent prior to~~ the ~~date~~act ~~set~~of ~~forth~~certificating in the ~~proxy~~shares ~~solicitation~~ or ~~tender~~delivering ~~offer~~them ~~materials,~~through ~~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,. atThe ~~the holder’s option, in each case up to~~transfer ~~two~~agent ~~business~~will ~~days~~typically ~~prior~~charge to the ~~initially~~tendering ~~scheduled~~broker ~~vote~~a tofee ~~approve~~of ~~the~~approximately ~~Proposed Business Combination or another Initial Business Combination~~$100. ~~The~~00 ~~proxy~~and ~~solicitation~~it orwould ~~tender~~be ~~offer~~up ~~materials, as applicable, that we will furnish~~ to ~~holders of our Public Shares in connection with~~ the ~~Proposed~~broker ~~Business~~whether ~~Combination~~ or ~~other~~not ~~Initial~~to ~~Business Combination will indicate the applicable delivery requirements, which will~~pass ~~include~~this ~~the~~cost ~~requirement~~on ~~that a beneficial holder must identify itself in order~~ to ~~validly~~the ~~redeem~~redeeming ~~its shares~~holder. ~~Accordingly~~However, athis ~~Public~~fee ~~Shareholder~~ would ~~have~~be ~~from~~incurred ~~the~~regardless ~~time we send out our tender offer materials until the close~~ of ~~the~~whether ~~tender offer period,~~ or upnot towe ~~two~~require ~~business~~holders ~~days prior~~seeking to ~~the initially scheduled vote on the proposal to approve the Proposed Business Combination or other Initial Business Combination~~exercise ifredemption werights ~~distribute proxy materials, as applicable,~~ to tender ~~its~~their shares. ifThe itneed ~~wishes~~ to ~~seek~~deliver toshares ~~exercise~~is ~~its~~a ~~redemption~~requirement ~~rights.~~of ~~Given~~exercising ~~the relatively short period in which to exercise~~ redemption rights, itregardless isof ~~advisable~~the timing ~~for~~of ~~shareholders~~when tosuch ~~use electronic~~ delivery ofmust ~~their Public~~be ~~Shares~~effectuated.

~~There~~ The foregoing is adifferent from ~~nominal~~the ~~cost~~procedures ~~associated~~used ~~with~~by ~~the~~some ~~above-referenced~~other ~~tendering~~blank ~~process~~check ~~and~~companies. ~~the~~In ~~act~~order ofto ~~certificating~~perfect ~~the~~redemption ~~shares~~rights orin ~~delivering~~connection ~~them~~with ~~through~~their business ~~the~~combinations, ~~DWAC~~some ~~System.~~other ~~The~~blank ~~transfer~~check ~~agent~~companies ~~will~~would ~~typically~~distribute ~~charge~~proxy materials for the ~~tendering~~shareholders’ ~~broker~~vote on an Initial Business Combination, and a ~~fee~~holder ofcould ~~approximately~~simply ~~$100.00~~vote against a proposed business combination and itcheck ~~would~~a bebox upon 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 ~~broker~~shareholder ~~whether~~to arrange for him or ~~not~~her to ~~pass~~deliver ~~this~~his ~~cost~~or onher certificate to ~~the~~verify ~~redeeming holder~~ownership. ~~However~~As a result, ~~this~~the ~~fee~~shareholder ~~would~~then behad ~~incurred~~an “option ~~regardless~~window” after the completion of ~~whether~~the business combination during which he or ~~not~~she could monitor the price of the company’s weshares ~~require~~in ~~holders~~the ~~seeking~~market. toIf ~~exercise~~the price rose above the redemption ~~rights~~price, tohe ~~tender~~or ~~their~~she could sell his or her shares. ~~The~~in ~~need~~the toopen ~~deliver~~market before actually delivering his or her shares isto the company for cancellation. As a ~~requirement~~result, ofthe ~~exercising~~ redemption rights, ~~regardless~~to ofwhich shareholders were aware they needed to commit before the ~~timing~~shareholder meeting, would become “option” rights surviving past the completion of ~~when~~the ~~such~~business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery ~~must~~prior beto ~~effectuated~~the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

~~The foregoing~~Any isrequest ~~different~~to ~~from~~redeem ~~the~~such shares, ~~procedures~~once ~~used~~made, bymay ~~some~~be ~~other~~withdrawn ~~blank~~at ~~check~~any ~~companies.~~time Inup ~~order~~ to ~~perfect~~two ~~redemption rights in connection with their~~ business ~~combinations,~~days ~~some~~prior ~~other~~to ~~blank~~the ~~check~~initially ~~companies~~scheduled ~~would~~vote ~~distribute~~on ~~proxy~~the ~~materials~~proposal ~~for~~to approve the ~~shareholders’~~Proposed ~~vote on~~Business anCombination or other Initial Business Combination, ~~and~~unless aotherwise ~~holder~~agreed ~~could~~to ~~simply~~by ~~vote~~us. ~~against~~Furthermore, aif ~~proposed business combination and check~~ a ~~box~~holder ~~on the proxy~~of ~~card~~a ~~indicating~~Public ~~such~~Share ~~holder~~delivered ~~was~~its ~~seeking~~certificate toin ~~exercise~~connection ~~his~~with oran ~~her~~election of redemption rights. ~~After~~and ~~the~~subsequently ~~business~~decides ~~combination~~prior ~~was~~to ~~approved,~~ the ~~company~~applicable ~~would~~date ~~contact~~not ~~such shareholder~~ to ~~arrange~~elect ~~for him or her~~ to ~~deliver~~exercise ~~his~~such orrights, ~~her~~such ~~certificate~~holder tomay ~~verify~~simply ~~ownership.~~request Asthat ~~a result,~~ the ~~shareholder then~~transfer ~~had~~agent anreturn ~~“option window” after~~ the ~~completion~~certificate of(physically ~~the business combination during which he~~ or ~~she could monitor the price~~ ~~of the company’s shares in the market~~electronically). IfIt ~~the~~is ~~price~~anticipated ~~rose~~that ~~above~~ the ~~redemption~~funds ~~price,~~to hebe ordistributed ~~she~~to ~~could~~holders ~~sell~~of ~~his~~our orPublic ~~her~~Shares ~~shares~~electing ~~in the~~to ~~open~~redeem ~~market~~their ~~before actually delivering his or her~~ shares ~~to the company for cancellation. As a result, the redemption rights, to~~will ~~which~~be ~~shareholders~~distributed ~~were~~promptly ~~aware~~after ~~they needed to commit before~~ the ~~shareholder meeting, would become “option” rights surviving past the~~ completion of the ~~business~~Proposed ~~combination~~Business ~~until~~Combination ~~the redeeming holder delivered its certificate. The requirement for physical~~ or ~~electronic~~ ~~delivery~~any ~~prior~~other toInitial ~~the~~Business ~~meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved~~Combination.

~~Any request~~If toour ~~redeem~~Initial ~~such~~Business ~~shares~~Combination, ~~once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote~~ onincluding the ~~proposal to approve the~~ Proposed Business Combination, oris ~~other~~not ~~Initial~~approved ~~Business~~or ~~Combination,~~completed ~~unless~~for ~~otherwise~~any ~~agreed to by us. Furthermore~~reason, ifthen aour ~~holder of a~~ Public ~~Share~~Shareholders ~~delivered~~who ~~its~~elected ~~certificate~~to exercise intheir ~~connection with an election of~~ redemption rights ~~and~~would ~~subsequently decides prior to the applicable date~~ not tobe ~~elect~~entitled to ~~exercise~~redeem ~~such~~their ~~rights,~~shares ~~such~~for ~~holder~~the ~~may~~applicable ~~simply~~pro ~~request~~rata ~~that~~share ~~the~~of ~~transfer agent return~~ the ~~certificate~~Trust ~~(physically or electronically)~~Account. In Itsuch iscase, ~~anticipated~~we ~~that~~will ~~the~~promptly ~~funds~~return toany becertificates ~~distributed~~delivered toby ~~holders~~Public ofShareholders ~~our~~who ~~Public~~elected ~~Shares electing~~ to redeem their shares ~~will be distributed promptly after the completion of the Proposed Business Combination or any other Initial Business Combination~~.

20If the Proposed Business Combination is not completed, we may continue to try to complete another Initial Business Combination with a different target until March 16, 2025.

~~Table~~Redemption of ~~Contents~~Public Shares and Liquidation If No Initial Business Combination

IfOur Charter provides that ~~our~~we have until September 16, 2026 to consummate an Initial Business Combination,. ~~including~~If we have not consummated the Proposed Business Combination, or isanother ~~not~~Initial ~~approved~~Business Combination by September 16, 2026 (or ~~completed~~such later date as may be provided pursuant to another amendment to our Charter), we will: (i) cease all operations except for ~~any~~the ~~reason~~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 to pay our income taxes, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ ~~who~~rights ~~elected~~as shareholders (including the right to ~~exercise~~receive ~~their~~further ~~redemption~~liquidation ~~rights~~distributions, ~~would~~if ~~not~~any); beand ~~entitled~~(iii) as promptly as reasonably possible following such redemption, subject to ~~redeem~~the ~~their~~approval ~~shares~~of ~~for~~our remaining shareholders and our board of directors, liquidate and dissolve, subject in the ~~applicable~~case ~~pro~~of clauses ~~rata~~(ii) ~~share~~and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the ~~Trust~~requirements ~~Account~~of other applicable law. InThere will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to consummate the Proposed Business Combination or another Initial Business Combination by September 16, 2026 (or such ~~case~~later date as may be provided pursuant to another amendment to our Charter). Our Charter provides that, if we ~~will~~wind ~~promptly~~up ~~return~~for any ~~certificates~~other ~~delivered~~reason byprior ~~Public~~to ~~Shareholders~~the consummation ~~who~~of ~~elected~~an 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 ~~redeem~~applicable ~~their~~Cayman ~~shares~~Islands law.

~~If the Proposed Business Combination is not completed, we may continue to try to complete another Initial Business Combination with a different target until March 16, 2025.~~13

~~Redemption~~ Table of ~~Public Shares and Liquidation If No Initial Business Combination~~Contents

Our ~~Charter~~ ~~provides~~Sponsor ~~that~~and weeach ~~have~~member of ~~until~~our ~~March~~management ~~16,~~team ~~2026~~have toentered ~~consummate~~into an ~~Initial~~agreement ~~Business~~with ~~Combination. If we have not consummated the Proposed Business Combination or another Initial Business Combination by March 16~~us, ~~2026 (or such later date as may be provided~~ pursuant to ~~another amendment~~which tothey ~~our~~have ~~Charter),~~agreed weto ~~will:~~waive ~~(i)~~their ~~cease~~rights 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~~liquidating ~~amount~~distributions ~~then~~from ~~on deposit in~~ the Trust Account, ~~including~~with ~~interest~~respect ~~earned on the funds held in the Trust Account and not previously released~~ to ~~us to pay our income taxes, if~~ any ~~(less~~Founder ~~taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public~~ Shares, ~~which redemption will completely extinguish Public Shareholders’ rights as shareholders~~ (including the ~~right~~Class toA ~~receive~~Conversion ~~further liquidation distributions, if any~~Shares); ~~and~~they ~~(iii)~~hold as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to consummate the Proposed Business Combination or another Initial Business Combination by ~~March~~September 16, 2026 (or such later date as may be provided pursuant to another amendment to our Charter)~~. Our Charter provides that~~, ifalthough wethey ~~wind~~will upbe ~~for~~entitled ~~any other reason prior~~ to ~~the~~liquidating ~~consummation~~distributions offrom ~~an Initial Business Combination, we will follow~~ the ~~foregoing~~Trust Account ~~procedures~~ with respect to ~~the~~any ~~liquidation of~~Public ~~the~~Shares ~~Trust~~they ~~Account~~hold asif ~~promptly~~we asfail ~~reasonably~~to ~~possible~~complete ~~but~~the ~~not~~Proposed ~~more~~Business ~~than~~Combination ~~ten~~or ~~business~~another ~~days~~Initial ~~thereafter,~~Business Combination ~~subject~~within tothe ~~applicable~~prescribed ~~Cayman Islands~~time ~~law~~frame.

Our Sponsor, executive officers and ~~each~~directors ~~member~~have ofagreed, ~~our~~pursuant ~~management~~to ~~team~~a ~~have~~written ~~entered into an~~ agreement with us, ~~pursuant~~that tothey ~~which~~will ~~they~~not ~~have~~propose ~~agreed~~any amendment to ~~waive~~our ~~their~~Charter (A) that would ~~rights~~modify tothe ~~liquidating~~substance ~~distributions~~or ~~from~~timing ~~the~~of ~~Trust~~our ~~Account~~obligation ~~with~~to ~~respect~~provide Public Shareholders the right to ~~any~~have ~~Founder~~their Public Shares ~~(including~~redeemed in connection with the ~~Class~~Proposed ABusiness ~~Conversion~~Combination ~~Shares) they~~or ~~hold~~another ifInitial weBusiness ~~fail~~Combination or to ~~consummate~~redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by ~~March~~September 16, 2026 (or such later date as may be provided pursuant to another amendment to our Charter) or (B) with respect to any other provision relating to the rights of Public Shareholders or pre-Initial Business Combination activity, ~~although~~unless ~~they~~we ~~will~~provide beour ~~entitled~~Public Shareholders with the opportunity to ~~liquidating~~redeem ~~distributions~~their Public Shares ~~from~~upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account ~~with~~and ~~respect~~not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding Public Shares. ~~they~~This ~~hold~~redemption ifright weshall ~~fail~~apply toin ~~complete~~ the ~~Proposed~~event ~~Business~~of ~~Combination~~the orapproval ~~another~~of any such ~~Initial~~amendment, ~~Business~~whether ~~Combination~~proposed ~~within~~by ~~the~~our ~~prescribed~~Sponsor, ~~time~~any ~~frame~~executive officer or director, or any other person.

~~Our Sponsor,~~We ~~executive~~expect ~~officers and directors have agreed, pursuant to a written agreement with us,~~ that ~~they~~all ~~will~~costs ~~not propose any amendment~~and toexpenses ~~our~~associated ~~Charter~~with ~~(A)~~implementing ~~that would modify the substance or timing of~~ our ~~obligation~~plan ~~to provide Public Shareholders the right to have their Public Shares redeemed in connection with the Proposed Business Combination or another Initial Business Combination or to redeem 100%~~ of ~~our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by March 16~~dissolution, ~~2026 (or~~as ~~such~~well ~~later date~~ as ~~may~~payments ~~be provided pursuant~~ to ~~another amendment to our Charter) or (B) with respect to~~ any ~~other provision relating to the rights of Public Shareholders or pre-Initial Business Combination activity~~creditors, ~~unless~~will webe ~~provide~~funded ~~our~~from ~~Public~~a ~~Shareholders~~limited ~~with the~~amount ~~opportunity to redeem their Public Shares upon approval~~ of ~~any~~funds ~~such~~held ~~amendment~~outside ~~at a per-share price, payable in cash, equal to~~ the ~~aggregate amount then on deposit in the~~ Trust Account, ~~including~~plus ~~interest~~up ~~earned~~to on$100,000 ~~the~~of funds ~~held~~from in the Trust Account ~~and~~available ~~not previously released~~ to us to pay ~~our income~~ taxes, ifpayable ~~any,~~and ~~divided by the number of then-outstanding Public Shares. This redemption right shall apply in~~dissolution ~~the event of the approval of any such amendment~~expenses, ~~whether~~although ~~proposed~~we bycannot ~~our~~assure ~~Sponsor,~~investors ~~any~~that ~~executive~~there ~~officer~~will orbe ~~director,~~sufficient orfunds ~~any~~for ~~other~~such ~~person~~purpose.

WeWithout taking into account ~~expect~~interest, ~~that~~if ~~all~~any, ~~costs~~earned ~~and~~on ~~expenses~~the ~~associated~~Trust ~~with~~Account, ~~implementing~~the ~~our~~per-share ~~plan~~redemption ofamount received by Public Shareholders upon our dissolution, aswould be ~~well~~$10.00. asThe ~~payments~~proceeds todeposited ~~any~~in ~~creditors~~the Trust Account could, ~~will~~however, ~~be funded~~become ~~from~~subject ato ~~limited~~the ~~amount~~claims of ~~funds~~our ~~held~~creditors ~~outside~~which would have higher priority than the ~~Trust~~claims ~~Account~~of ~~plus~~our upPublic toShareholders. ~~$100,000~~We ofcannot ~~funds~~assure ~~from~~shareholders that the ~~Trust~~actual ~~Account~~per-share ~~available~~redemption toamount usreceived toby ~~pay~~shareholders ~~taxes~~will ~~payable~~not ~~and~~be ~~dissolution~~less ~~expenses~~than $10.00. While we intend to pay such amounts, ~~although~~if any, we cannot assure ~~investors~~shareholders that we ~~there~~ will behave funds sufficient ~~funds~~to pay or provide for ~~such~~all ~~purpose~~creditors’ claims.

~~Without~~Although we will seek to have ~~taking~~all ~~into~~vendors, ~~account~~service ~~interest~~providers, ifprospective target businesses and other entities with which we do business execute agreements with us waiving any right, ~~earned~~title, oninterest or claim of any kind in or to any monies held in the Trust Account, for the ~~per-share~~benefit ~~redemption~~of ~~amount~~our ~~received by~~ Public Shareholders ~~upon~~, ~~our~~there ~~dissolution~~is no guarantee that they will execute such agreements or even if they execute such agreements that they would be ~~$10.00.~~prevented ~~The~~from bringing ~~proceeds~~claims ~~deposited~~against in the Trust Account ~~could~~including, ~~however~~but not limited, ~~become~~to ~~subject~~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 ofto the monies held in the Trust Account, our ~~creditors~~management will perform an analysis of the alternatives available to ~~which~~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 ~~have~~be ~~higher~~significantly ~~priority~~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 ~~claims~~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. Except for the waiver by one of the underwriters of its entitlement to a deferred underwriting fee for our Initial Public ~~Shareholders~~Offering, the underwriters of the Initial Public Offering have not executed, and will not execute, an agreement with us waiving such claims to the monies held in the Trust Account. WeIn ~~cannot~~addition, ~~assure~~there ~~shareholders~~is no guarantee that such entities will agree to waive any claims they may have in the ~~actual~~future ~~per-share~~as a result of, or arising out of, any negotiations, contracts ~~redemption~~or ~~amount~~agreements ~~received~~with byus ~~shareholders~~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 ~~less~~liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 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 ~~While~~per wePublic ~~intend~~Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such ~~amounts~~liability will not apply to any claims by a third-party or prospective target business, such ifas iRocket, that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, weincluding ~~cannot~~liabilities ~~assure~~under the Securities ~~shareholders~~Act. In the event that wean 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 ~~funds~~not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to ~~pay~~satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure shareholders that our Sponsor would be able to satisfy those obligations. None of our officers or ~~provide~~directors will indemnify us for ~~all~~claims ~~creditors’~~by third parties including, without limitation, claims by vendors and prospective target businesses.

21In 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 amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure shareholders 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.

~~Table~~We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of ~~Contents~~creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. iRocket and Holdco executed a waiver in connection with the Proposed Business Combination. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We have limited access to funds 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.

Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Except for the waiver by one of the underwriters of its entitlement to a deferred underwriting fee for our Initial Public Offering, the underwriters of the Initial Public Offering have not executed, and will not execute, an agreement with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 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 to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business, such as iRocket, that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the 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. Therefore, we cannot assure shareholders that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.14

~~In the~~Table ~~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 amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure shareholders 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.Contents

WeIf we file a bankruptcy petition ~~will~~or ~~seek~~an toinvoluntary ~~reduce~~bankruptcy ~~the~~petition ~~possibility~~is ~~that~~filed ~~our~~against ~~Sponsor~~us ~~will~~that ~~have~~is tonot ~~indemnify~~dismissed, the ~~Trust~~proceeds ~~Account~~held ~~due~~in tothe ~~claims~~Trust ofAccount ~~creditors~~could bybe ~~endeavoring~~subject to ~~have~~applicable ~~all~~bankruptcy ~~vendors~~law, ~~service~~and ~~providers,~~may ~~prospective~~be ~~target~~included ~~businesses~~in orour ~~other~~bankruptcy ~~entities~~estate ~~with~~and ~~which~~subject weto dothe ~~business~~claims ~~execute~~of ~~agreements with~~third usparties ~~waiving~~with ~~any~~priority ~~right,~~over the ~~title,~~claims ~~interest or claim~~ of ~~any~~our ~~kind~~shareholders. inTo orthe toextent ~~monies~~any ~~held~~bankruptcy inclaims deplete the Trust Account., ~~iRocket~~we ~~and~~cannot ~~Holdco~~assure ~~executed a~~shareholders ~~waiver~~we inwill ~~connection~~be able ~~with~~to ~~the~~return ~~Proposed~~$10.00 ~~Business~~per ~~Combination.~~Public ~~Our~~Share ~~Sponsor~~to ~~will~~our ~~also~~Public ~~not~~Shareholders. beAdditionally, ~~liable~~if aswe tofile ~~any~~a ~~claims~~bankruptcy ~~under~~petition ~~our~~or ~~indemnity of~~an ~~the~~involuntary ~~underwriters~~bankruptcy petition ofis ~~the~~filed ~~Initial~~against ~~Public~~us ~~Offering~~that ~~against~~is ~~certain~~not ~~liabilities~~dismissed, ~~including~~any ~~liabilities~~distributions ~~under~~received ~~the~~by ~~Securities~~shareholders ~~Act.~~could Webe ~~have~~viewed under applicable debtor/creditor ~~limited~~and/or ~~access~~bankruptcy tolaws ~~funds~~as ~~with~~either ~~which~~a to“preferential ~~pay~~transfer” ~~any~~or ~~such~~a ~~potential~~“fraudulent ~~claims~~conveyance.” ~~(including~~As ~~costs~~a ~~and~~result, ~~expenses~~a ~~incurred~~bankruptcy court incould ~~connection~~seek ~~with~~to ~~our~~recover ~~liquidation, currently~~some ~~estimated~~or toall beamounts noreceived ~~more~~by ~~than~~our ~~approximately~~shareholders. ~~$100~~Furthermore,~~000).~~ Inour ~~the~~board ~~event~~of ~~that~~directors wemay ~~liquidate~~be ~~and~~viewed itas ishaving breached ~~subsequently~~its ~~determined~~fiduciary ~~that the~~duty ~~reserve~~to ~~for~~our ~~claims~~creditors and/or ~~liabilities~~may ishave ~~insufficient,~~acted ~~shareholders~~in ~~who~~bad ~~received~~faith, ~~funds~~and ~~from~~thereby ~~our~~exposing ~~Trust~~itself ~~Account~~and ~~could~~our beCompany ~~liable~~to ~~for~~ claims ~~made~~of bypunitive ~~creditors~~damages, ~~however~~by ~~such~~paying ~~liability~~Public ~~will~~Shareholders ~~not~~from bethe ~~greater~~Trust ~~than~~Account prior to addressing the ~~amount~~claims of ~~funds~~creditors. ~~from~~We ~~our~~cannot ~~Trust~~assure shareholders ~~Account~~that ~~received~~claims bywill ~~any~~not ~~such~~be ~~shareholder~~brought against us for these reasons.

~~If we~~Our ~~file~~Public aShareholders ~~bankruptcy~~will be ~~petition~~entitled orto anreceive ~~involuntary~~funds ~~bankruptcy~~from ~~petition~~the isTrust ~~filed~~Account ~~against~~only us(i) ~~that~~in isthe ~~not~~event ~~dismissed,~~of the ~~proceeds~~redemption ~~held~~of inour ~~the~~Public Shares if we do not complete ~~Trust~~the ~~Account~~Proposed ~~could~~Business beCombination ~~subject~~or toanother ~~applicable~~Initial ~~bankruptcy~~Business ~~law~~Combination by September 16, ~~and~~2026 (or such later date as may be ~~included~~provided pursuant into another amendment to our ~~bankruptcy~~Charter), ~~estate~~(ii) ~~and~~in ~~subject~~connection towith ~~the~~a ~~claims~~shareholder ~~of third~~vote ~~parties~~to ~~with~~amend ~~priority~~our ~~over~~Charter (A) to modify the ~~claims~~substance or timing of our ~~shareholders.~~obligation Toto ~~the~~provide ~~extent~~Public ~~any~~Shareholders ~~bankruptcy~~the ~~claims~~right ~~deplete~~to ~~the~~have ~~Trust~~their ~~Account,~~Public weShares ~~cannot assure~~redeemed ~~shareholders~~in weconnection ~~will~~with bethe ~~able~~Proposed Business toCombination ~~return~~or ~~$10.00~~another ~~per~~Initial ~~Public~~Business ~~Share~~Combination or to redeem 100% of our Public ~~Shareholders.~~Shares ~~Additionally,~~ if we ~~file~~do anot ~~bankruptcy~~complete the Proposed ~~petition~~Business Combination or ananother ~~involuntary~~Initial ~~bankruptcy~~Business ~~petition~~Combination isby ~~filed~~September ~~against~~16, us2026 ~~that~~(or issuch ~~not~~later ~~dismissed,~~date ~~any~~as ~~distributions~~may ~~received~~be byprovided ~~shareholders~~pursuant to ~~could~~another beamendment ~~viewed~~to ~~under~~our ~~applicable~~Charter) ~~debtor/creditor and/~~or ~~bankruptcy~~(B) ~~laws~~with asrespect ~~either~~to aany ~~“preferential~~other ~~transfer”~~provision orrelating ato ~~“fraudulent conveyance.”~~the Asrights aof ~~result~~Public Shareholders or pre-Initial Business Combination activity, aor ~~bankruptcy~~(iii) ~~court~~if ~~could~~they ~~seek~~redeem totheir ~~recover~~respective ~~some~~shares orfor ~~all~~cash ~~amounts~~in ~~received~~connection bywith ~~our~~the ~~shareholders.~~Proposed ~~Furthermore,~~Business Combination ~~our~~or ~~board~~another ofInitial ~~directors~~Business ~~may~~Combination. beIn ~~viewed~~no asother ~~having~~circumstances ~~breached~~will ~~its~~a ~~fiduciary~~shareholder ~~duty~~have toany ~~our~~right ~~creditors~~or ~~and/~~interest of any kind to or ~~may~~in the ~~have~~Trust ~~acted~~Account. In the event we seek shareholder approval in ~~bad~~connection ~~faith,~~with ~~and~~the ~~thereby~~Proposed Business Combination or another Initial Business ~~exposing~~Combination, ~~itself~~a ~~and~~shareholder’s ~~our~~voting ~~Company~~against tosuch ~~claims~~Initial ofBusiness ~~punitive~~Combination ~~damages,~~alone bywill ~~paying~~not ~~Public~~result ~~Shareholders~~in ~~from~~a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. ~~prior~~Such toshareholder ~~addressing~~must have also exercised its redemption rights ~~the~~described ~~claims~~above. These provisions of ~~creditors.~~our WeCharter, ~~cannot~~like ~~assure~~all ~~shareholders~~provisions ~~that~~of ~~claims~~our ~~will~~Charter, ~~not~~may be ~~brought~~amended ~~against~~with usa ~~for~~shareholder ~~these reasons~~vote.

22Facilities

~~Table~~We currently maintain our executive offices at 1177 Avenue of ~~Contents~~the Americas, 5th Floor, New York, NY 10036. The cost for this space is included in the $10,000 per month fee that we pay an affiliate of our Sponsor for office space, administrative and support services.

~~Our Public~~Employees ~~Shareholders~~and ~~will~~Human be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026 (or such later date as may be provided pursuant to another amendment to our Charter), (ii) in connection with a shareholder vote to amend our Charter (A) to modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with the Proposed Business Combination or another Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026 (or such later date as may be provided pursuant to another amendment to our Charter) or (B) with respect to any other provision relating to the rights of Public Shareholders or pre-Initial Business Combination activity, or (iii) if they redeem their respective shares for cash in connection with the Proposed Business Combination or another Initial Business Combination. 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 the Proposed Business Combination or another Initial Business Combination, a shareholder’s voting against such Initial 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 Charter, like all provisions of our Charter, may be amended with a shareholder vote.Capital

~~Facilities~~We currently have two officers. Members of our management team 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 the Proposed Business Combination or another Initial Business Combination. The amount of time that any such person will devote in any time period to the Company will vary based on whether a target business has been selected for the Proposed Business Combination or another Initial Business Combination and the current stage of the business combination process.

We currently maintain our executive offices at 1177 Avenue of the Americas, 5th Floor, New York, NY 10036. The cost for this space is included in the $10,000 per month fee that we pay an affiliate of our Sponsor for office space, administrative and support services.Competition

~~Employees~~In identifying, evaluating and ~~Human~~selecting ~~Capital~~iRocket for the Proposed Business Combination, we encountered, and if we need to identify, evaluate and select another target business for our Initial Business Combination, we expect to continue to encounter, intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other special purpose acquisition companies, the vast majority of which are listed on a national securities exchange, 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.

WeSome of these competitors ~~currently~~may ~~have~~possess ~~two~~greater ~~officers.~~resources ~~Members~~or ofmore specialized industry knowledge related to a specific business combination target than we do and our ~~management~~financial ~~team~~resources ~~are~~will ~~not~~be ~~obligated~~relatively tolimited ~~devote~~when ~~any~~contrasted ~~specific~~with ~~number~~those of ~~hours~~some toof ~~our~~these ~~matters~~competitors. ~~but~~Additionally, the number of ~~they~~blank ~~intend~~check companies looking for business combination targets has increased compared to ~~devote~~some aspast ~~much~~years and many of ~~their~~these ~~time~~blank ascheck companies ~~they~~are ~~deem~~sponsored ~~necessary~~by toentities ~~our~~or ~~affairs~~persons ~~until~~that have significant experience with completing business combinations. While we ~~have~~believe there ~~completed~~are target businesses we could potentially acquire, our ability to compete with respect to the ~~Proposed~~acquisition ~~Business~~of ~~Combination~~certain target businesses orthat ~~another~~are ~~Initial~~sizable ~~Business~~may ~~Combination~~be limited by our available financial resources. ~~The~~This ~~amount~~risk ofis ~~time~~exacerbated ~~that~~by ~~any~~the ~~such~~prior ~~person~~redemptions ~~will~~of ~~devote~~Public Shares in ~~any~~connection ~~time~~with ~~period~~the toExtensions. This inherent competitive limitation gives others an advantage in pursuing the ~~Company~~acquisition ~~will~~of ~~vary~~certain ~~based~~target onbusinesses. ~~whether~~Furthermore, awe ~~target~~are ~~business~~obligated ~~has~~to ~~been~~offer ~~selected~~holders of our Public Shares the right to redeem their shares for cash at the time ~~Proposed~~of an Initial Business Combination in conjunction with a shareholder vote or ~~another~~via a tender offer. Target companies will be aware that this may reduce the resources available to us for any Initial Business Combination. ~~and~~Any of these obligations may place us at a competitive ~~the~~disadvantage ~~current~~in ~~stage~~successfully ofnegotiating ~~the~~an ~~business~~Initial ~~combination~~Business ~~process~~Combination.

~~Competition~~15

~~In identifying,~~Table evaluating and selecting iRocket for the Proposed Business Combination, we encountered, and if we need to identify, evaluate and select another target business for our Initial Business Combination, we expect to continue to encounter, intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other special purpose acquisition companies, the vast majority of which are listed on a national securities exchange, 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.Contents

~~Some of~~Emerging ~~these~~Growth competitors may possess greater resources or more specialized industry knowledge related to a specific business combination target than we do and our financial resources will be relatively limited when contrasted with those of some of these competitors. Additionally, the number of blank check companies looking for business combination targets has increased compared to some past years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. While we believe there are target businesses we could potentially acquire, our ability to compete with respect to the acquisition of certain target businesses that are sizable may be limited by our available financial resources. This risk is exacerbated by the prior redemptions of Public Shares in connection with the Extensions. 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 an 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 any Initial Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating an Initial Business Combination.Company

23We 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.

~~Table~~In addition, Section 107 of the ~~Contents~~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.

~~Emerging~~We will remain an emerging ~~Growth~~growth ~~Company~~company until the earlier of: (1) the last day of the fiscal year (a) following March 16, 2026, (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 ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

~~We are~~Item an1A ~~“emerging~~Risk ~~growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act~~Factors. 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.

InAn investment in our securities ~~addition,~~involves ~~Section~~a ~~107~~high degree of ~~the~~risk. ~~JOBS~~Investors ~~Act~~should ~~also~~consider ~~provides~~carefully ~~that~~all anof ~~“emerging~~the ~~growth~~risks ~~company”~~described ~~can~~below, ~~take~~together ~~advantage~~with of the ~~extended~~other information ~~transition~~contained ~~period~~in ~~provided~~this inAnnual ~~Section~~Report 7and our 424(ab)(23)~~(B)~~ ofprospectus ~~the~~dated ~~Securities~~March ~~Act~~11, ~~for~~2021 ~~complying~~relating ~~with~~to ~~new~~our orInitial ~~revised~~Public ~~accounting~~Offering ~~standards.~~(the ~~In other~~“IPO ~~words,~~Prospectus”). anIf ~~“emerging~~any ~~growth~~of ~~company”~~the ~~can~~following ~~delay~~events ~~the~~occur, ~~adoption~~our ofbusiness, ~~certain~~financial ~~accounting~~condition ~~standards~~and ~~until~~operating ~~those~~results ~~standards~~may ~~would~~be ~~otherwise~~materially ~~apply~~adversely ~~to private companies~~affected. WeIn ~~intend~~that toevent, ~~take~~investors ~~advantage~~could oflose ~~the~~all ~~benefits~~or part of ~~this~~their ~~extended transition period~~investment.

~~We will~~Risks ~~remain~~Related an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following March 16, 2026, (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 ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.Operations

24The Company is not in compliance with SEC reporting requirements under the Exchange Act. Our failure to prepare and timely file periodic reports with the SEC limits our access to the public markets to raise debt or equity capital. If we are unable to regain and maintain compliance with SEC reporting requirements, there will be a material adverse effect on us and our investors.

~~Table~~We failed to timely file our periodic reports in accordance with the rules of ~~Contents~~the SEC for the years ended December 31, 2023 and 2024, nor for the quarterly periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025, June 30, 2025 and September 30, 2025.

~~Item~~As a result of our failure 1Ato ~~Risk~~timely ~~Factors~~file such reports, shareholders and/or prospective investors did have complete and current business and financial information about the Company. Therefore, shareholders and/or prospective investors were not able to properly evaluate our securities and the general status of the Company due to the inadequate public information available about the Company. Further, we will not be able to complete the Proposed Business Combination, or any other Initial Business Combination until we have become current in our filing obligations under the Exchange Act.

~~An investment~~Moreover, indue to our ~~securities~~delinquency in ~~involves~~our areporting ~~high~~obligations, ~~degree~~we ofcould ~~risk.~~be ~~Investors~~subject ~~should~~to ~~consider~~an ~~carefully~~administrative ~~all~~hearing ofto revoke the ~~risks~~registration ~~described~~of ~~below,~~our ~~together with~~securities ~~the~~under ~~other~~Section 12(g) ~~information~~of ~~contained~~the inExchange ~~this~~Act. ~~Annual~~If ~~Report~~the ~~and~~SEC ~~our~~brought ~~424(b)(3)~~an ~~prospectus~~administrative ~~dated~~action ~~March~~against 11us, ~~2021~~it ~~relating~~is tolikely ~~our~~that ~~Initial Public~~we ~~Offering~~would ~~(the~~cease ~~“IPO~~being ~~Prospectus”).~~a Ifpublic ~~any~~company. In ofthat ~~the following events occur~~event, our ~~business,~~management’s ~~financial~~ability ~~condition~~to ~~and operating~~continue ~~results~~operations ~~may~~would be ~~materially~~severely ~~adversely~~ affected. Inand ~~that~~holders ~~event,~~of ~~investors~~our ~~could~~securities might lose their ~~all~~entire orinvestment ~~part~~in ofthe ~~their investment~~Company.

~~Risks~~On November 27, 2025, we filed ~~Related~~a comprehensive annual report on Form 10-K for the fiscal years ended December 31, 2023 and 2024 and the quarterly periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025 and June 30, 2025 (the “Original Comprehensive 10-K”). We subsequently amended the Original Comprehensive 10-K on January 7, 2026 (as amended, the “Comprehensive 10-K”). We filed our quarterly report for the quarterly period ended September 30, 2025 on January 7, 2025. Each of such filings were made in an effort to become current in our ~~Operations~~filing obligations under the Exchange Act. Our efforts to become and remain current have required, and will continue to require, substantial management time and attention as well as additional accounting and legal expense. In addition, if we are unable to remain current in our filings with the SEC, we may face several adverse consequences. If we are unable to remain current in our filings with the SEC, investors in our securities will not have information regarding our business and financial condition with which to make decisions regarding investment in our securities. In addition, we will not be able to have a registration statement under the Securities Act covering a public offering of securities declared effective by the SEC and will not be able to make offerings pursuant to existing registration statements pursuant to certain “private placement” rules of the SEC under Regulation D to any purchasers not qualifying as “accredited investors.” These restrictions could adversely affect our business, financial condition and results of operations.

The Company is not in compliance with SEC reporting requirements under the Exchange Act. Our failure to prepare and timely file periodic reports with the SEC limits our access to the public markets to raise debt or equity capital. If we are unable to regain and maintain compliance with SEC reporting requirements, there will be a material adverse effect on us and our investors.16

~~We failed~~Table ~~to timely file our periodic reports in accordance with the rules~~ of ~~the SEC for the years ended December 31, 2023 and 2024, nor for the quarterly periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025 and June 30, 2025.~~Contents

~~As a~~The ~~result~~Company’s ofsecurities ~~our failure to timely file such reports, shareholders and/or prospective investors did~~ have ~~complete and current business~~been ~~and~~delisted ~~financial~~from ~~information about~~ the ~~Company~~NYSE. ~~Therefore,~~As ~~shareholders~~of ~~and/or~~the ~~prospective~~date ~~investors~~of ~~were~~this ~~not~~Annual ~~able~~Report, ~~to properly evaluate our securities and~~ the ~~general status of the~~ Company’s ~~due~~securities toare ~~the~~not ~~inadequate~~quoted ~~public~~on ~~information~~an ~~available about~~ over-the-counter ~~Company~~market. ~~Further, we~~ ~~will~~The ~~not~~Company beand ~~able~~its toshareholders ~~complete~~face ~~the Proposed Business Combination~~significant, ormaterial ~~any~~adverse ~~other~~consequences ~~Initial~~as ~~Business~~a ~~Combination~~result ~~until~~of ~~we have become current in our filing obligations under~~ the ~~Exchange~~Company’s ~~Act~~continued delisting.

~~Moreover,~~Following suspension of trading ~~due~~on toMarch ~~our~~18, ~~delinquency~~2024, inthe ~~our~~Company’s ~~reporting~~securities ~~obligations~~were delisted from the NYSE effective April 15, we2024. ~~could~~As beof ~~subject~~the todate anof ~~administrative~~this ~~hearing~~Annual Report, tothe ~~revoke~~Company’s securities are not quoted on an over-the-counter ~~registration~~market. The Company and its shareholders will face significant material adverse consequences as a result of ~~our~~the Company’s securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated, and liquidity in the Company’s securities ~~under~~is severely limited, because the Company’s securities are not quoted on an over-the-counter market. The NYSE Listed Company Manual Section 12102.06(ge) requires that a SPAC, such as the Company, must complete one or more business combinations within three years of its initial public offering (the ~~Exchange~~“NYSE ~~Act~~Deadline”). Since If the ~~SEC~~Company ~~brought~~was unable to complete an ~~administrative~~Initial ~~action~~Business ~~against~~Combination usby the NYSE Deadline, itwhich iswas ~~likely~~March ~~that~~16, we2024, ~~would~~its securities ~~cease~~were ~~being~~suspended aand ~~public~~subsequently ~~company~~delisted from the NYSE due to non-compliance with such requirement. InAs ~~that~~the ~~event,~~Company ~~our~~has ~~management’s~~not ~~ability~~been able to re-list its securities on Nasdaq or another national securities exchange the Company lost, and will likely continue ~~operations~~to ~~would~~lose, any active trading market for its securities, as its securities will only be ~~severely~~quoted ~~affected~~on ~~and~~one ~~holders~~of the over-the-counter markets, if at all. It is anticipated that the Company is facing or will face significant material adverse consequences as a result of ~~our~~the Company’s securities ~~might~~not ~~lose~~being listed ~~their~~on ~~entire~~a ~~investment~~national insecurities exchange, including one or more of the ~~Company.~~following:

~~This Comprehensive~~● Form 10-K is being filed in an effort to become current in our filing obligations under the Exchange Act. Our efforts to become current require substantial management time and attention as well as additional accounting and legal expense. In addition, if we are unable to become current in our filings with the SEC, we may face several adverse consequences. If we are unable to remain current in our filings with the SEC, investors in our securities will not have information regarding our business and financial condition with which to make decisions regarding investment in our securities. In addition, we will not be able to have a ~~registration~~limited ~~statement~~availability ~~under the Securities Act covering a public offering~~ of ~~securities~~market ~~declared~~quotations ~~effective~~for by the ~~SEC~~Company’s and will not be able to make offerings pursuant to existing registration statements pursuant to certain “private placement” rules of the SEC under Regulation D to any purchasers not qualifying as “accredited investors.” These restrictions could adversely affect our business, financial condition and results of operations.securities;

~~The Company’s~~● ~~securities~~significantly ~~have~~reduced ~~been~~liquidity ~~delisted~~and ~~from~~efficiency ~~the NYSE. As~~ of the ~~date~~trading ~~of this Annual Report, the Company’s securities are not quoted on an over-the-counter~~ market. ~~The~~for ~~Company and its shareholders face significant, material adverse consequences as a result of~~ the Company’s ~~continued delisting.~~securities;

~~Following suspension~~● ~~of trading on March 18, 2024,~~ the ~~Company’s~~price ~~securities were delisted from the NYSE effective April 15, 2024. As~~ of the ~~date~~ ~~of this Annual Report, the~~ Company’s securities ~~are~~is ~~not~~likely ~~quoted~~to ondecrease ~~an over-the-counter market. The Company~~ and ~~its~~may ~~shareholders will~~be ~~face~~subject ~~significant~~to ~~material~~greater ~~adverse~~volatility ~~consequences~~ as a result of the ~~Company’s~~loss ~~securities~~of not being listed on a national securities exchange. Such material adverse consequences are exacerbated, and liquidity in the Company’s securities is severely limited, because the Company’s securities are not quoted on an over-the-counter market. ~~The~~efficiencies ~~NYSE~~associated ~~Listed~~with ~~Company Manual Section 102.06(e) requires that a SPAC, such as the Company, must complete one or more business combinations within three years of its initial public offering (the “~~NYSE Deadline”). Since the Company was unable to complete an Initial Business Combination by the NYSE Deadline, which was March 16, 2024, its securities were suspended and subsequently delisted from the NYSE due to non-compliance with such requirement. As the Company has not been able to re-list its securities on Nasdaq or ~~another~~other ~~national securities exchange the Company lost, and will likely continue to lose, any active~~ trading ~~market for its securities, as its securities will only be quoted on one of the over-the-counter~~ markets, if at all. It is anticipated that the Company is facing or will face significant material adverse consequences as a result of the Company’s securities not being listed on a national securities exchange, including one or more of the following:;

● aholders ~~limited~~may ~~availability~~be ofunable ~~market~~to ~~quotations~~sell ~~for~~or purchase the Company’s securities when they wish to do so;

● ~~significantly~~the ~~reduced~~Company ~~liquidity~~may ~~and~~lose ~~efficiency of~~ the ~~trading~~interest ~~market~~of ~~for~~institutional ~~the~~investors ~~Company’s~~in its securities;

25● a determination that the Class A Ordinary Shares are “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities;

~~Table~~● ofthe ~~Contents~~Company may become subject to shareholder litigation;

● ~~the price of the Company’s securities is likely to decrease and may be subject to greater volatility as~~ a ~~result~~limited ofamount ~~the~~or complete loss of ~~market~~media, ~~efficiencies~~news ~~associated~~and ~~with~~analyst ~~NYSE or other trading markets~~coverage;

● ~~holders~~if ~~may~~the beCompany ~~unable~~is not able to ~~sell~~complete orthe ~~purchase~~Proposed Business Combination, the Company’s ~~securities~~is ~~when~~likely ~~they~~to ~~wish~~become a less attractive acquisition and investment vehicle with respect to doan soInitial Business Combination; and

● ~~the~~a ~~Company~~decreased ~~may~~ability ~~lose~~to ~~the~~issue ~~interest~~additional ofsecurities ~~institutional~~or ~~investors~~obtain additional financing in ~~its~~the ~~securities;~~future.

●We will not apply to relist our securities on a ~~determination~~national ~~that~~securities exchange until we have completed the ~~Class~~Proposed ABusiness ~~Ordinary~~Combination ~~Shares~~or ~~are~~another ~~“penny~~Initial ~~stock”~~Business Combination, ~~which~~if ~~will~~at ~~require~~all. ~~brokers~~There ~~trading~~can inbe ~~such~~no ~~securities~~assurance tothat ~~adhere~~we towill ~~more~~be ~~stringent~~able ~~rules~~to ~~and~~obtain ~~possibly~~listing ~~result~~of inour securities on a ~~reduced~~national ~~level~~securities ofexchange. We ~~trading~~may ~~activity~~decide it is not in ~~the~~our ~~secondary~~stockholders’ ~~trading~~best ~~market~~interests to apply for ~~the~~a ~~Company’s~~listing on a national securities; exchange.

●Further, 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.” The Company’s ~~may~~Class ~~become~~A Ordinary Shares, Units and Warrants have ceased to qualify as covered securities under such statute because they are no longer listed on any national securities exchange. Accordingly, we and our securities are subject to ~~shareholder~~state ~~litigation;~~regulation in each state in which we offer our securities. Whether or not our securities are covered securities, the states have the power 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, except the State of Idaho, having used these powers to prohibit or restrict the sale of securities issued by special purpose acquisition companies, 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. This risk may be exacerbated by the fact that our securities have ceased to qualify as covered securities.

●Moreover, since being delisted from the NYSE, we are no longer subject to certain rules and regulations of the NYSE, Nasdaq or another national securities exchange. As a ~~limited~~result, ~~amount~~an investment in us may be more risky due to the reduced protections such rules and regulations provide shareholders. See “—We may not hold another annual meeting (or ~~complete~~extraordinary ~~loss~~general meeting in lieu of ~~media~~annual meeting) of shareholders until after the consummation of the Proposed Business Combination or another Initial Business Combination, ~~news~~which ~~and~~could ~~analyst~~delay ~~coverage;~~the opportunity for our shareholders to elect directors.”

●Holdco, ifor ~~the~~another, ~~Company~~post-Initial isBusiness Combination ~~not~~company ~~able~~may be unable to ~~complete~~list ~~the~~its ~~Proposed~~securities ~~Business~~on ~~Combination~~NYSE, ~~the~~Nasdaq ~~Company~~or isanother ~~likely~~national tosecurities ~~become~~exchange aeither ~~less~~in ~~attractive~~connection with ~~acquisition~~or ~~and~~following ~~investment~~the ~~vehicle~~closing ~~with~~of ~~respect~~the toProposed anBusiness Combination or another Initial Business Combination~~; and~~.

●As described above, the Company has entered into the Merger Agreement with iRocket. In connection with the closing of the contemplated transaction, the parties expect to apply to list iRocket on Nasdaq. If the Proposed Business Combination does not close, and we enter into a ~~decreased~~business ~~ability~~combination agreement with another company or business, we expect that listing the post-Initial Business Combination company’s securities on NYSE, Nasdaq or another national securities exchange will be a closing condition to ~~issue~~such ~~additional~~transaction. In connection with the Proposed Business Combination or another Initial Business Combination, Holdco, the Company, or the post-combination combined company, as applicable, will be required to demonstrate compliance with Nasdaq’s, NYSE’s or another national securities exchange’s initial listing requirements in order to be listed on such exchange. Such initial listing standards are more rigorous than continued listing requirements. For instance, if Holdco, the Company, or ~~obtain~~the ~~additional~~post-combination ~~financing~~company, as applicable, seeks to list on the Nasdaq Global Market, the Company’s or such entity’s share price would generally be required to be at least $4.00 per share , the market value of the Company’s or such entity’s listed securities would be required to be at least $75 million, the market value of the Company’s or such entity’s unrestricted publicly held shares would be required to be at least $20 million and the Company or such entity would be required to have a minimum of 400 round lot holders of securities, with at least 50% of such round lot holders holding securities with a market value of at least $2,500. Holdco, the Company, or the post-combination company, as applicable, may find it particularly difficult to meet these initial listing requirements due to the limited number of Public Shareholders the Company currently has and the reduced amount of money in the ~~future~~Trust Account. The Company expects that the fact that its securities do not trade on a national securities exchange will make it more difficult to list the securities of Holdco or another post-combination company on a national securities exchange. The Company cannot assure you that it, Holdco or another combined company will be able to meet the applicable initial listing requirements at that time.

We will not apply to quote our securities on an over-the-counter market until we have filed all reports required to be filed with the SEC and we will not apply to relist our securities on a national securities exchange until we have completed the Proposed Business Combination or another Initial Business Combination, if at all. This Comprehensive Form 10-K is being filed in an effort for us to become current in our filing obligations under the Exchange Act. There can be no assurance that we will be able to obtain listing of our securities on a national securities exchange. We may decide it is not in our stockholders’ best interests to apply for a listing on a national securities exchange once we become current with our SEC reporting requirements.17

~~Further, the~~Table ~~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.” The Company’s Class A Ordinary Shares, Units and Warrants have ceased to qualify as covered securities under such statute because they are no longer listed on any national securities exchange. Accordingly, we and our securities are subject to state regulation in each state in which we offer our securities. Whether or not our securities are covered securities, the states have the power 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 special purpose acquisition companies, 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. This risk may be exacerbated by the fact that our securities have ceased to qualify as covered securities.Contents

~~Moreover, since~~If ~~being delisted from~~ the ~~NYSE,~~Company wefails ~~are~~to nosatisfy a ~~longer~~closing ~~subject~~condition tothat ~~certain~~requires ~~rules~~the ~~and~~securities ~~regulations~~ of ~~the NYSE~~Holdco, ~~Nasdaq~~ or another ~~national securities~~post-combination ~~exchange.~~company Asto abe ~~result,~~listed anon ~~investment~~a innational ussecurities exchange, we may be ~~more~~unable ~~risky due~~ to consummate the ~~reduced~~Proposed ~~protections~~Business ~~such~~Combination ~~rules~~or ~~and~~another ~~regulations~~Initial ~~provide shareholders.~~Business ~~See~~Combination ~~“—We~~or ~~may~~the ~~not~~securities ~~hold~~of Holdco or another ~~annual~~post-combination ~~meeting~~company ~~(or~~may ~~extraordinary~~only ~~general~~be ~~meeting~~quoted inon ~~lieu~~one of ~~annual~~the ~~meeting)~~over-the-counter markets, if at all, which may negatively ofimpact ~~shareholders~~your ~~until~~investment ~~after~~for the ~~consummation~~reasons ofset forth above. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, ~~which~~our ~~could~~Public Shareholders may receive only approximately $10.00 per Public Share, ~~delay~~or less in certain circumstances, on the ~~opportunity~~liquidation ~~for~~of our ~~shareholders~~Trust toAccount ~~elect~~and ~~directors~~our Warrants will expire worthless.”

~~Holdco,~~We have identified a material weakness in orour ~~another,~~internal ~~post-Initial~~control ~~Business~~over ~~Combination~~financial ~~company~~reporting. ~~may~~If bewe are unable to ~~list~~develop ~~its~~and ~~securities~~maintain onan ~~NYSE,~~effective ~~Nasdaq~~system orof ~~another~~internal ~~national~~control ~~securities~~over financial ~~exchange~~reporting, ~~either~~we may not be able to accurately report our financial results in ~~connection~~a ~~with~~timely ormanner, ~~following~~which ~~the~~may ~~closing~~adversely ofaffect ~~the~~investor ~~Proposed~~confidence in ~~Business~~us ~~Combination~~and ormaterially ~~another~~and ~~Initial~~adversely ~~Business~~affect ~~Combination~~our business and operating results.

~~As described~~Our ~~above,~~management ~~the~~is ~~Company has entered into the Merger Agreement with iRocket. In connection with the closing of the contemplated transaction,~~responsible ~~the~~for ~~parties~~establishing ~~expect to apply to list iRocket on Nasdaq. If the Proposed Business Combination does not close,~~ and wemaintaining ~~enter~~adequate ~~into~~internal acontrol ~~business combination~~over ~~agreement~~financial ~~with~~reporting ~~another~~designed ~~company or business, we expect that listing the post-Initial Business Combination company’s securities on NYSE, Nasdaq or another national securities exchange will be a closing condition~~ to ~~such~~provide ~~transaction.~~reasonable Inassurance ~~connection with~~regarding the ~~Proposed~~reliability ~~Business~~of ~~Combination~~financial orreporting ~~another~~and ~~Initial Business Combination, Holdco,~~ the ~~Company,~~preparation orof ~~the~~financial ~~post-combination~~statements ~~combined~~for ~~company, as~~external ~~applicable,~~purposes ~~will~~in beaccordance ~~required to demonstrate compliance~~ with ~~Nasdaq’s, NYSE’s or another national securities exchange’s~~accounting ~~initial~~principles ~~listing~~generally ~~requirements~~accepted in ~~order~~the toUnited beStates ~~listed~~of onAmerica ~~such exchange~~(“GAAP”). ~~Such~~A ~~initial~~material ~~listing~~weakness ~~standards~~is ~~are~~a ~~more rigorous than continued listing requirements. For instance~~deficiency, ~~if Holdco, the Company,~~ or ~~the~~a ~~post-~~combination ~~company, as applicable, seeks to list on the Nasdaq~~ ~~Global~~of ~~Market~~deficiencies, ~~the~~in ~~Company’s~~internal orcontrol ~~such~~over ~~entity’s~~financial ~~share price would generally be required to be at least $4.00 per share~~ reporting, ~~the market value of the Company’s or~~ such ~~entity’s~~that ~~listed~~there ~~securities~~is ~~would~~a bereasonable ~~required~~possibility tothat bea atmaterial ~~least $75 million, the market~~misstatement ~~value~~ of ~~the~~our ~~Company’s~~annual or ~~such~~interim ~~entity’s~~financial ~~unrestricted~~statements ~~publicly~~will ~~held~~not ~~shares would~~ be ~~required~~prevented ~~to be at least $20 million and the Company~~ or ~~such~~detected entity would be required to have a minimum of 400 round lot holders of securities, with at least 50% of such round lot holders holding securities with a market value of at least $2,500. Holdco, the Company, or the post-combination company, as applicable, may find it particularly difficult to meet these initial listing requirements due to the limited number of Public Shareholders the Company currently has and the reduced amount of money in the Trust Account. The Company expects that the fact that its securities do not trade on a ~~national~~timely ~~securities exchange will make it more difficult to list the securities of Holdco or another post-combination company on a national securities exchange~~basis. ~~The Company cannot assure you that it, Holdco or another combined company will be able to meet the applicable initial listing requirements at that time.~~

26During the course of preparing the Quarterly Report on Form 10-Q for the three and six months ended June 30, 2023, we identified a waiver of deferred underwriter commissions which was executed during the three months ended March 31, 2023 and not accounted for. In January 2023, we received a waiver from one of the underwriters in which it indicated that it waived its entitlement to the payment of any deferred discount to be paid under the terms of the underwriting agreement. The Company determined this error was material to the Quarterly Report on Form 10-Q for the three months ended March 31, 2023, as further discussed in our Quarterly Report on Form 10-Q for the period ended June 30, 2023, under Note 2 to the Financial Statements – Restatement to Prior Period Financial Statements. As part of such process, the Company identified a material weakness in its internal controls over financial reporting related to ineffective review controls over the consolidated financial statement preparation process including the review of new agreements, which led to the restatement of the specified financial statements.

~~Table~~Additionally, the Company was unable to timely file the periodic financial reports required under the Exchange Act. The Company filed the Original Comprehensive Form 10-K for the year ended December 31, 2024 as well as the interim period financial statements for March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025 and June 30, 2025 beyond their required due dates. Further, on January 6, 2026, our audit committee, in consultation with our management, concluded that the Company’s audited financial statements for the year ended December 31, 2024, and unaudited quarterly financial information for the quarterly periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025 and June 30, 2025, each as set forth in the Original Comprehensive Form 10-K, should no longer be relied upon because they did not properly reflect the 2024 Conversion by the Sponsor. The material weakness in internal controls over financial reporting related to ineffective review controls over the consolidated financial statement preparation process including the review of ~~Contents~~new agreements, led to the restatement of the financial statements for the Restated Periods.

IfEffective internal controls ~~the~~are ~~Company~~necessary ~~fails~~for us to ~~satisfy~~provide areliable ~~closing~~financial ~~condition~~reports ~~that~~and ~~requires~~prevent ~~the~~fraud. ~~securities~~We ofcontinue ~~Holdco,~~to orevaluate ~~another~~steps ~~post-combination~~to ~~company~~remediate tothe material weakness. These remediation measures may be ~~listed on~~time aconsuming ~~national~~and ~~securities~~costly ~~exchange,~~and wethere ~~may~~is beno ~~unable~~assurance tothat ~~consummate~~these initiatives will ultimately have the ~~Proposed~~intended ~~Business~~effects. ~~Combination~~A ormaterial ~~another~~weakness ~~Initial~~could ~~Business~~limit ~~Combination~~ our ability to prevent or ~~the~~detect ~~securities~~a misstatement of ~~Holdco~~our accounts or ~~another~~disclosures that ~~post-combination~~could ~~company~~result ~~may~~in ~~only~~a bematerial ~~quoted~~misstatement onof ~~one~~our ofannual ~~the~~or ~~over-the-counter~~interim ~~markets,~~financial ifstatements. atIn ~~all~~such a case, ~~which~~ we may ~~negatively~~again ~~impact~~be ~~your~~unable ~~investment~~to maintain ~~for~~compliance ~~the~~with ~~reasons~~securities ~~set~~law ~~forth~~requirements ~~above.~~regarding Iftimely wefiling ~~have~~of ~~not~~periodic ~~consummated~~reports ~~the~~in ~~Proposed~~addition ~~Business~~to ~~Combination~~applicable stock exchange orlisting ~~another~~requirements, ~~Initial~~investors ~~Business~~may ~~Combination~~lose ~~within~~confidence ~~the~~in ~~required~~our ~~time~~financial ~~period~~reporting, our ~~Public~~securities ~~Shareholders~~price may ~~receive~~decline ~~only~~and ~~approximately~~we ~~$10.00~~may face litigation ~~per~~as ~~Public~~a ~~Share,~~result orof ~~less~~the inforegoing. ~~certain~~We ~~circumstances,~~cannot onassure you that the ~~liquidation~~measures ofwe ~~our~~have ~~Trust~~taken ~~Account~~to ~~and~~date, ~~our~~or ~~Warrants~~any measures it may take in the future, will ~~expire~~be ~~worthless~~sufficient to avoid potential future material weaknesses.

~~We have~~As ~~identified~~ a ~~material~~result ~~weakness~~of inthis material weakness, our ~~internal~~management ~~control~~concluded ~~over~~that ~~financial~~our ~~reporting. If we are unable to develop and maintain an effective system of~~ internal control over financial reporting, wewas ~~may~~ not beeffective ~~able~~as toof ~~accurately~~December ~~report~~31, ~~our financial results in a timely manner~~2023, December ~~which~~31, ~~may~~2024 ~~adversely affect investor confidence in us~~ and ~~materially~~December ~~and~~31, ~~adversely affect our business and operating results~~2025.

~~Our management~~If iswe ~~responsible~~are ~~for~~unable ~~establishing~~to ~~and~~maintain effective ~~maintaining adequate~~ internal control over financial reporting ~~designed~~or disclosure controls and procedures, our ability to ~~provide~~record, ~~reasonable~~process and report financial ~~assurance~~information ~~regarding~~accurately, ~~the~~and ~~reliability~~to ofprepare financial ~~reporting~~statements ~~and~~within ~~the~~required ~~preparation~~time periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements ~~for~~and ~~external~~adversely ~~purposes~~impact inour ~~accordance~~stock price. If we are unable to assert that our internal control over ~~with~~financial ~~accounting~~reporting ~~principles~~is ~~generally~~effective, ~~accepted~~or when required in the ~~United~~future, ~~States~~if ofour ~~America~~independent ~~(“GAAP”).~~registered Apublic ~~material~~accounting ~~weakness~~firm is aunable ~~deficiency,~~to express oran aunqualified ~~combination~~opinion ofas ~~deficiencies,~~to inthe effectiveness of our internal control over financial reporting, ~~such~~investors ~~that~~may ~~there~~lose isconfidence ain ~~reasonable~~the accuracy ~~possibility~~and ~~that~~completeness aof ~~material misstatement~~our financial reports, the market price of our ~~annual~~securities orcould ~~interim~~be ~~financial~~adversely ~~statements~~affected ~~will~~and ~~not~~we becould ~~prevented~~become subject to litigation or ~~detected~~investigations by the stock exchange on awhich ~~timely~~our ~~basis~~securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

~~During~~We ~~the~~may ~~course~~face oflitigation ~~preparing the Quarterly Report on Form 10-Q for the three~~ and ~~six~~other ~~months~~risks ~~ended June 30, 2023, we identified a waiver of deferred underwriter commissions~~as ~~which was executed during the three months ended March 31, 2023 and not accounted for. In January 2023, we received~~ a ~~waiver~~result ~~from one~~ of the underwriters in which it indicated that it waived its entitlement to the payment of any deferred discount to be paid under the terms of the underwriting agreement. The Company determined this error was material toweakness ~~the Quarterly Report on Form 10-Q for the three months ended March 31, 2023, as further discussed~~ in our Quarterly Report on Form 10-Q for the period ended June 30, 2023, under Note 2 to the Financial Statements – Restatement to Prior Period Financial Statements. As part of such process, the Company identified a material weakness in its internal ~~controls~~control over financial reporting ~~related to the accounting treatment of certain fees waived by the underwriters of the Company’s Initial Public Offering~~.

~~Additionally~~As a result of such material weakness and the restatement, we face potential for litigation or other disputes which may include, among others, claims invoking the federal ~~Company~~and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal ~~was~~control ~~unable~~over tofinancial ~~timely~~reporting ~~file~~and the ~~periodic~~preparation of our financial ~~reports~~statements. ~~required~~As ~~under~~of the ~~Exchange~~date ~~Act~~of this Annual Report, we have no knowledge of any such litigation or dispute. ~~The~~However, ~~Company~~we iscan ~~filing~~provide ~~this~~no ~~Form~~assurance ~~10-K~~that ~~for~~such litigation or dispute will not arise in the future. ~~year~~Any ~~ended~~such ~~December~~litigation 31or dispute, ~~2024~~whether assuccessful ~~well~~or asnot, ~~the~~could ~~interim~~have ~~period~~a ~~financial~~material ~~statements~~adverse ~~for~~effect ~~March~~on 31our business, ~~2025~~results of operations and ~~June~~financial ~~30,~~condition ~~2025~~or ~~beyond~~our ~~their~~ability ~~required due~~to ~~dates~~complete the Proposed Business Combination or another Initial Business Combination.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. A material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such a case, we may again be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, our securities price may decline and we may face litigation as a result of the foregoing. We cannot assure you that the measures we have taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.18

~~As a~~Table ~~result~~ of ~~this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023, and December 31, 2024.~~Contents

~~If we~~Risks ~~are~~Relating ~~unable~~ to ~~maintain~~Our ~~effective~~Business ~~internal control over financial reporting or disclosure controls~~ and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price. If we are unable to assert that our internal control over financial reporting is effective, or when required in the ~~future, if our independent registered public accounting~~Initial ~~firm~~Business is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our securities could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.Combination

27Although we intend to seek shareholder approval in connection with the Proposed Business Combination, our shareholders may not be afforded an opportunity to vote on another proposed Initial Business Combination, and even if we seek shareholder approval, our Sponsor owns enough shares to assure approval of any related proposal, which means we may complete the Proposed Business Combination or another Initial Business Combination, even though a majority of our shareholders do not support such a combination.

~~Table~~If we do not complete the Proposed Business Combination, and instead seek to complete another Initial Business Combination, we may choose not to hold a shareholder vote before we complete such Initial Business Combination if such Initial Business Combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or, if applicable, stock exchange listing requirement, the decision as to whether we will seek shareholder approval of ~~Contents~~another Initial Business Combination or will allow shareholders to sell their Public Shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, our Sponsor owns 97.5% of our Ordinary Shares and is therefore able to approve the Proposed Business Combination, or another Initial Business Combination, and any related shareholder proposals. Accordingly, we will be able to complete the Proposed Business Combination or another Initial Business Combination, even if holders of a majority of our issued and outstanding Public Shares do not approve of the Proposed Business Combination or such other Initial Business Combination. Please see the section entitled “Item 1. Business – Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

WeOur public shareholders’ only opportunity ~~may~~to ~~face~~affect ~~litigation~~the ~~and~~investment ~~other~~decision ~~risks~~regarding asthe aProposed ~~result~~Business ofCombination or another potential Initial Business Combination, will be limited to the ~~material~~exercise ~~weakness~~of intheir ~~our~~right ~~internal~~to ~~control~~redeem ~~over~~their ~~financial~~Public ~~reporting~~Shares from us for cash.

~~As a~~Our ~~result~~shareholders ofwill ~~such~~not be ~~material~~provided ~~weakness~~with ~~and~~a ~~the~~meaningful ~~restatement,~~opportunity weto ~~face~~evaluate ~~potential~~the ~~for~~specific ~~litigation~~merits or ~~other~~risks ~~disputes~~of ~~which~~any ~~may~~target ~~include,~~businesses. ~~among~~Since ~~others,~~our board of directors ~~claims~~may ~~invoking~~complete ~~the~~an ~~federal~~Initial ~~and~~Business ~~state~~Combination ~~securities~~without ~~laws,~~seeking ~~contractual~~shareholder ~~claims~~approval, orPublic ~~other~~Shareholders ~~claims~~may ~~arising~~not ~~from~~have the ~~restatement~~right ~~and~~or ~~material weaknesses~~opportunity into ~~our~~vote ~~internal~~on ~~control~~the ~~over~~Initial ~~financial~~Business ~~reporting~~Combination, ~~and~~unless ~~the~~we ~~preparation~~seek ofsuch ~~our~~shareholder ~~financial statements~~approval. AsAccordingly, ofif ~~the~~we ~~date~~do ofnot ~~this~~seek ~~Annual~~shareholder ~~Report~~approval, wea ~~have~~shareholder’s noonly ~~knowledge~~opportunity ofto ~~any~~affect ~~such~~the ~~litigation~~investment ordecision ~~dispute.~~regarding ~~However,~~the weInitial ~~can~~Business ~~provide~~Combination nomay ~~assurance~~be ~~that~~limited ~~such~~to exercising ~~litigation~~their orredemption ~~dispute~~rights within the period of time (which will ~~not arise~~be inat ~~the~~least ~~future.~~twenty ~~Any~~business ~~such~~days) ~~litigation~~set orforth ~~dispute,~~in ~~whether~~our ~~successful~~tender oroffer documents ~~not,~~mailed ~~could~~to ~~have~~our aPublic ~~material~~Shareholders ~~adverse~~in ~~effect~~which onwe describe our ~~business~~Initial Business Combination. Even if we seek shareholder approval, ~~results~~our Sponsor owns 98.2% of ~~operations~~our ~~and~~ordinary ~~financial~~shares ~~condition~~and oris ~~our~~therefore ~~ability~~able to ~~complete~~approve the Proposed Business Combination, or another Initial Business Combination, and any related shareholder proposals.

~~Risks~~If we seek shareholder approval of our Initial ~~Relating~~Business Combination, as we expect to ~~Our~~do in connection with the Proposed Business Combination, our Sponsor and ~~the~~members of our management team have agreed to vote in favor of such Initial Business Combination, regardless of how our Public Shareholders vote. As our Sponsor owns 97.5% of our ordinary shares, we will obtain shareholder approval of the Proposed Business Combination, or any other Initial Business Combination, regardless of how Public Shareholders vote.

~~Although~~Our Sponsor owns, on an as-converted webasis, ~~intend~~approximately to97.5% ~~seek~~of ~~shareholder~~our ~~approval~~outstanding inordinary ~~connection~~shares. ~~with~~Our ~~the~~Sponsor ~~Proposed~~and ~~Business~~members ~~Combination,~~of our ~~shareholders~~management team also may ~~not~~from betime ~~afforded~~to antime ~~opportunity~~purchase toPublic ~~vote~~Shares onprior ~~another~~to ~~proposed~~our Initial Business Combination,. ~~and~~Our ~~even~~Charter provides that, if we seek shareholder approval, ~~our~~we ~~Sponsor~~will complete ~~owns~~the ~~enough~~ Proposed Business Combination or another Initial Business Combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to ~~assure~~vote ~~approval~~thereon, voted at a shareholder meeting are voted in favor of ~~any~~the ~~related~~applicable ~~proposal~~Initial Business Combination. Following the redemptions in connection with the Extensions, we have 4,435,419 ordinary shares outstanding, which ~~means~~includes 110,419 Class A Ordinary Shares, all of which are Public Shares, and 4,325,000 Class B Ordinary Shares and 430,000 Preference Shares. As a result, we ~~may~~will ~~complete~~not need any of the ~~Proposed~~remaining Public Shares sold in the Initial Public Offering to be voted in favor of the Proposed Business Combination or another Initial Business Combination in order to have our Initial Business Combination approved. Accordingly, if ~~even~~we ~~though~~seek ashareholder ~~majority~~approval of our ~~shareholders~~Initial Business Combination, as we expect to do ~~not~~in ~~support~~connection with the Proposed Business Combination, the agreement by our Sponsor and each member of our management team to vote in favor of the Proposed Business Combination or another Initial Business Combination means that we will receive the requisite shareholder approval for the Proposed Business Combination or such aother Initial ~~combination~~Business Combination.

~~If we~~The doability ~~not~~of ~~complete~~our ~~the~~remaining ~~Proposed~~Public ~~Business Combination, and instead seek to complete another Initial Business Combination, we may choose~~Shareholders ~~not~~ to ~~hold~~redeem atheir ~~shareholder~~Public ~~vote~~Shares ~~before~~for we complete such Initial Business Combination if such Initial Business Combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, weand ~~would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or, if applicable, stock exchange listing requirement,~~ the ~~decision~~completed asredemptions ~~to whether we will seek shareholder approval~~ of ~~another Initial Business Combination or will allow shareholders to sell their~~ Public Shares ~~to us~~ in aconnection ~~tender~~with ~~offer~~the ~~will be made by us~~Extensions, ~~solely~~may inmake our ~~discretion, and will be based on a variety of factors,~~ ~~such~~financial ascondition ~~the~~unattractive ~~timing of the transaction and whether the terms of the transaction would otherwise require us~~ to ~~seek~~potential ~~shareholder~~business ~~approval. Even~~combination ~~if we seek shareholder approval~~targets, ~~our~~which ~~Sponsor~~may ~~owns~~make ~~98.2%~~it ofdifficult ~~our~~for ~~Ordinary~~us ~~Shares and is therefore able~~ to ~~approve~~enter ~~the~~into ~~Proposed~~an ~~Business Combination, or another~~ Initial ~~Business Combination, and any related shareholder proposals. Accordingly, we will be able to complete~~ ~~the Proposed~~ Business Combination orwith ~~another~~a ~~Initial Business Combination~~target, ~~even~~ if ~~holders~~we ~~of a majority of our issued and outstanding Public Shares~~ do not ~~approve~~complete of the Proposed Business Combination ~~or such other Initial Business Combination~~. ~~Please see the section entitled “Item 1. Business – Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.~~

~~Our~~If we do not complete the ~~public~~Proposed ~~shareholders’~~Business ~~only~~Combination ~~opportunity~~and instead seek to ~~affect~~complete ~~the~~another ~~investment~~Initial ~~decision~~Business ~~regarding~~Combination, ~~the~~we ~~Proposed~~may seek to enter into an Initial Business Combination agreement with a prospective target that requires as a closing condition that we have a minimum net worth or ~~another~~a certain ~~potential~~amount ~~Initial~~of ~~Business~~cash. ~~Combination~~In connection with the First Extension Meeting, ~~will~~shareholders beholding ~~limited~~28,119,098 Public Shares exercised their right to redeem such shares for a pro rata portion of the ~~exercise~~funds held in our Trust Account as of March 9, 2023, including any interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $287.7 million (approximately $10.23 per share) was removed from the Trust Account to pay such holders. In connection with the Second Extension Meeting, shareholders of 1,339,804 Public Shares of the Company properly exercised their right to redeem their Public Shares ~~from~~for uscash at a redemption price of approximately $10.74 per share, for an aggregate redemption amount of approximately $14.4 million. In connection with the Third Extension Meeting, shareholders of 2,372,565 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.02 per share, for an aggregate redemption amount of approximately $26.2 million. In connection with the Fourth Extension Meeting, shareholders of 2,512,919 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.50 per share, for an aggregate redemption amount of approximately $28.9 million. In connection with the Fifth Extraordinary General Meeting, shareholders of 45,195 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $12.07 per share, for an aggregate redemption amount of approximately $545 thousand. Following the aforementioned redemptions, as of March 30, 2026, we had 4,435,419 ordinary shares outstanding which includes 110,419 Class A Ordinary Shares, all of which are Public Shares, and 4,325,000 Class B Ordinary Shares, and 430,000 Preference Shares. As a result of such redemptions, approximately $1.3 million remains in the Trust Account as of March 30, 2026. As a result, we would not be able to meet such closing condition unless we were able to obtain additional financing in connection with such Initial Business Combination.

Our shareholders will not be provided with a meaningful opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete an Initial Business Combination without seeking shareholder approval, Public Shareholders may not have the right or opportunity to vote on the Initial Business Combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, a shareholder’s only opportunity to affect the investment decision regarding the Initial Business Combination may be limited to exercising their redemption rights within the period of time (which will be at least twenty business days) set forth in our tender offer documents mailed to our Public Shareholders in which we describe our Initial Business Combination. Even if we seek shareholder approval, our Sponsor owns 98.2% of our ordinary shares and is therefore able to approve the Proposed Business Combination, or another Initial Business Combination, and any related shareholder proposals.19

~~If we~~Table ~~seek shareholder approval~~ of our Initial Business Combination, as we expect to do in connection with the Proposed 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. As our Sponsor owns 98.2% of our ordinary shares, we will obtain shareholder approval of the Proposed Business Combination, or any other Initial Business Combination, regardless of how Public Shareholders vote.Contents

~~Our Sponsor~~The ~~owns,~~ability ~~on an as-converted basis, approximately 98.2%~~ of our ~~outstanding~~remaining ~~ordinary~~public ~~shares. Our Sponsor and members of our management~~shareholders ~~team also may from time~~ to ~~time~~exercise ~~purchase~~redemption ~~Public~~rights ~~Shares~~with ~~prior~~respect to our ~~Initial~~Public ~~Business Combination. Our Charter provides that~~Shares, ~~if we seek shareholder approval, we will complete the Proposed Business Combination or another 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 ~~applicable~~completed ~~Initial Business Combination. Following the~~ redemptions ~~in connection with the Extensions, we have 8,780,614] ordinary shares outstanding, which includes 4,455,614 Class A Ordinary Shares,~~ of ~~which 155,614 are~~ Public Shares, ~~and 4,325,000 Class B Ordinary Shares. As a result, we will not need any of the remaining Public Shares sold~~ in ~~the~~connection ~~Initial~~with ~~Public Offering to be voted in favor of~~ the ~~Proposed Business Combination or another Initial Business Combination in order to have our Initial Business Combination approved.~~ ~~Accordingly,~~adoption ~~if we seek shareholder approval~~ of ~~our Initial Business Combination, as we expect to do in connection with~~ the ~~Proposed Business Combination~~Extensions, ~~the~~may ~~agreement~~not byallow ~~our~~us ~~Sponsor and each member of our management team~~ to ~~vote~~complete ~~in favor of~~ the ~~Proposed~~most ~~Business~~desirable ~~Combination or another~~ Initial Business Combination ~~means that we will receive the requisite shareholder approval for the Proposed Business Combination~~ or ~~such~~optimize ~~other~~our ~~Initial~~capital ~~Business Combination~~structure.

28At 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. Following the redemptions in connection with the Extensions, as of March 30, 2026, 4,435,419 ordinary shares outstanding which includes 110,419 Class A Ordinary Shares, all of which are Public Shares, and 4,325,000 Class B Ordinary Shares, and 430,000 Preference Shares. Because of the limited amount of cash remaining our Trust Account following the Extensions, we may need to 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. The above considerations may limit our ability to complete the most desirable Initial Business Combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters, if any, will not be adjusted for any shares that are redeemed in connection with an Initial Business Combination.

~~Table~~The ability of ~~Contents~~our remaining public shareholders to exercise redemption rights with respect to our Public Shares, and the completed redemptions of Public Shares in connection with the adoption of the Extensions, could increase the probability that our Initial Business Combination, would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their shares.

~~The~~Although the Merger Agreement ~~ability~~with ofiRocket ~~our~~does ~~remaining~~not ~~Public~~include ~~Shareholders~~a tominimum ~~redeem~~cash ~~their~~condition, ~~Public~~if ~~Shares~~we ~~for~~do ~~cash,~~not complete the Proposed Business Combination and the ~~completed~~definitive ~~redemptions~~agreement for another Initial Business Combination requires us to use a portion of ~~Public~~the ~~Shares~~cash in ~~connection~~ ~~with~~the Trust Account to pay the ~~Extensions~~purchase price, ~~may~~or ~~make~~requires us to have a minimum amount of cash at closing, the probability that our ~~financial~~Initial ~~condition~~Business ~~unattractive~~Combination towould ~~potential~~be ~~business~~unsuccessful ~~combination~~is ~~targets~~increased. This risk is magnified because, ~~which~~following ~~may~~the ~~make~~redemptions in connection with the Extensions, as of March 30, 2026, we had a balance itin ~~difficult~~cash ~~for~~held usin totrust ~~enter~~of ~~into~~approximately $1.3 million. If an Initial Business Combination ~~with~~is unsuccessful, shareholders would not receive their pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If shareholders are in need of immediate liquidity, they could attempt to sell their shares in the open market; however, at such time our shares may trade at a ~~target~~discount to the pro rata amount per share in the Trust Account. Moreover, ifour wesecurities dohave been delisted from NYSE and are not ~~complete~~quoted on the ~~Proposed~~over-the-counter market, ~~Business~~and ~~Combination~~therefore, there is currently no public tradable market for our shares. In either situation, shareholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with our redemption until we liquidate or they are able to sell their shares in the open market.

If we do not complete the Proposed Business Combination, ~~and~~our ~~instead~~search ~~seek~~for ~~to complete~~ another Initial Business Combination, weand ~~may~~any ~~seek~~target tobusiness ~~enter~~(including ~~into~~iRocket) ~~an Initial Business Combination agreement~~ with awhich ~~prospective target that requires as a closing condition that~~ we ~~have a minimum net worth or a certain~~ultimately ~~amount~~consummate ofan ~~cash.~~Initial InBusiness ~~connection with the First Extraordinary General Meeting~~Combination, ~~shareholders~~may ~~holding~~be ~~28,119,098~~materially ~~Public~~adversely ~~Shares~~affected ~~exercised~~by ~~their right~~events tothat ~~redeem~~are ~~such~~outside ~~shares for a pro rata portion~~ of ~~the funds held in~~ our ~~Trust~~control, ~~Account~~such as ~~of March 9, 2023, including any interest~~increased ~~earned~~geopolitical ~~on the funds held in the Trust Account (net of taxes payable). As a result~~unrest, ~~approximately~~pandemic ~~$287.7~~outbreaks ~~million~~ (~~approximately $10.23 per share) was removed from the Trust Account to pay~~ such holders. In connection with the Second Extraordinary General Meeting, shareholders of 1,339,804 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.74 per share, for an aggregate redemption amount of approximately $14.4 million. In connection with the Third Extraordinary General Meeting, shareholders of 2,372,565 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.02 per share, for an aggregate redemption amount of approximately $26.2 million. In connection with the Fourth Extraordinary General Meeting, shareholders of 2,512,919 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.50 per share, for an aggregate redemption amount of approximately $28.9 million. Following the aforementioned redemptions, we had 8,780,614 ordinary shares outstanding as ~~of November 28~~COVID-19), ~~2025, which includes 4,455,614 Class A Ordinary Shares, of which 155,614 are Public Shares,~~ and ~~4,325,000~~volatility ~~Class B Ordinary Shares. As a result of such redemptions, approximately $1,860,032 remains~~ in the ~~Trust~~debt ~~Account~~and asequity ~~of October 31, 2025~~markets. ~~As a result, we would not be able to meet such closing condition unless we were able to obtain additional financing in connection with such Initial Business Combination.~~

~~The~~If we do not complete the ~~ability~~Proposed ofBusiness Combination, our ~~remaining~~ability ~~public~~to ~~shareholders~~find toanother ~~exercise~~potential ~~redemption~~target ~~rights~~business and the business of any potential target business, including iRocket, with ~~respect~~which towe may consummate an Initial Business Combination could be materially and adversely affected by events that are outside of our ~~Public~~control. ~~Shares~~For example, geopolitical unrest, including war, terrorist activity and ~~the~~acts ~~completed~~of ~~redemptions~~civil or international hostility are increasing. Similarly, other events outside of ~~Public~~our ~~Shares~~control, inincluding ~~connection~~natural ~~with~~disasters, climate-related events, pandemics or health crises (such as the ~~adoption~~COVID-19 ofpandemic) may arise from time to time. Any such events may cause significant volatility and declines in the global ~~Extensions~~markets, ~~may~~disproportionate ~~not~~impacts ~~allow~~to uscertain industries or sectors, disruptions to ~~complete~~commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may adversely affect the ~~most~~global ~~desirable~~economy or capital markets, and the business of iRocket or any other potential target business with which we may consummate an Initial Business Combination (including the Proposed Business Combination) orcould ~~optimize~~be materially and adversely affected. In addition, our ~~capital~~ability ~~structure~~to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

AtChanges ~~the~~in ~~time~~international wetrade ~~enter into~~policies, antariffs ~~agreement~~and ~~for~~treaties ~~our~~affecting ~~Initial~~imports ~~Business~~and ~~Combination,~~exports ~~we will not know how many shareholders~~ may ~~exercise~~have ~~their~~a ~~redemption~~material ~~rights,~~adverse ~~and~~effect ~~therefore will need to structure the transaction based~~ on our ~~expectations~~search asfor toan ~~the~~Initial ~~number~~Business ~~of shares that will be submitted for redemption. Following~~Combination ~~the~~target ~~redemptions~~if ~~in connection with the Extensions,~~ we ~~had~~do ~~8,780,614~~not ~~ordinary~~complete ~~shares outstanding as of November 28, 2025, which includes 4,455,614 Class A Ordinary Shares, of which 155,614 are Public Shares, and 4,325,000 Class B Ordinary Shares. Because of~~ the ~~limited~~Proposed ~~amount of~~Business ~~cash remaining our Trust Account following the Extensions~~Combination, we may need to 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. The above considerations may limit our ability to complete the ~~most~~Proposed ~~desirable Initial~~ Business Combination ~~available~~or toanother usInitial Business Combination, and/or ~~optimize~~ our ~~capital structure.~~business, ~~The~~financial ~~amount~~condition ofand ~~the~~results ~~deferred~~of ~~underwriting~~operations ~~commissions~~following ~~payable~~completion toof the ~~underwriters,~~Proposed ~~if any, will not be adjusted for any shares~~Business ~~that~~Combination ~~are~~or ~~redeemed~~another ~~in connection with an~~ Initial Business Combination.

~~The~~There have recently been significant ~~ability~~changes to international trade policies and tariffs affecting imports and exports. The U.S. has implemented a range of ~~our~~new ~~remaining~~tariffs ~~public~~and increases ~~shareholders~~to existing tariffs, and, in response to ~~exercise~~the ~~redemption~~tariffs ~~rights~~announced by the U.S., other countries have imposed new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to ~~our~~trade ~~Public~~policies, ~~Shares~~government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the ~~completed~~future. ~~redemptions~~Any significant increases in tariffs on goods or materials ofor ~~Public~~other ~~Shares~~changes in ~~connection~~trade ~~with~~policy, or the ~~adoption~~perception ofthat ~~the~~such ~~Extensions~~changes could occur, could ~~increase~~negatively affect our search for a target business if we do not complete the ~~probability~~Proposed ~~that~~Business Combination and/or our ability to complete the Proposed Business Combination or another Initial Business Combination. For example, if we pursue a target company which sources or manufactures material components outside of the U.S., these changes could materially impact such target company’s business and financial performance. Similarly, if we pursue a target company which exports products outside of the U.S., retaliatory tariff and trade measures imposed by other countries could affect such target’s ability to export products and therefore adversely affect its sales. We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, if we do not complete the Proposed Business Combination, ~~would~~we may deem it costly, impractical or risky to complete an Initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be ~~unsuccessful~~reduced, which could impair our ability to identify a suitable target and ~~that~~to ~~shareholders~~complete ~~would~~an Initial Business Combination. The business prospects of iRocket or another target company could change even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have toa ~~wait~~material ~~for~~impact ~~liquidation~~on iRocket’s or such other target’s business. Accordingly, changes in ~~order~~trade and tariff policies could prevent or make it difficult or more expensive for us to ~~redeem~~complete ~~their~~the ~~shares~~Proposed Business Combination or another Initial Business Combination. Tariffs and threats of tariffs and other potential trade policy changes could also lead to material adverse effects on Holdco or another post-business combination company.

Although the Merger Agreement with iRocket does not include a minimum cash condition, if we do not complete the Proposed Business Combination and the definitive agreement for another Initial Business Combination requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our Initial Business Combination would be unsuccessful is increased. This risk is magnified because, following the redemptions in connection with the Extensions, as of October 31, 2025, we had a balance in cash held in trust of approximately $1.86 million. If an Initial Business Combination is unsuccessful, shareholders would not receive their pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If shareholders are in need of immediate liquidity, they could attempt to sell their 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. Moreover, our securities have been delisted from NYSE and are not quoted on the over-the-counter market, and therefore, there is currently no public tradable market for our shares. In either situation, shareholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with our redemption until we liquidate or they are able to sell their shares in the open market.20

29Table of Contents

~~Table~~If ofwe ~~Contents~~do not complete the Proposed Business Combination, the requirement that we consummate an Initial Business Combination by September 16, 2026 may give potential target businesses leverage over us in negotiating an Initial Business Combination and may limit the time we have in which to conduct due diligence on potential Initial 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.

If we do not complete the Proposed Business Combination with iRocket, ~~our~~any ~~search~~potential ~~for~~target ~~another~~business ~~Initial~~with ~~Business~~which ~~Combination,~~we ~~and~~enter ~~any~~into ~~target~~negotiations ~~business~~concerning ~~(including~~an Initial ~~iRocket)~~Business ~~with~~Combination ~~which~~will be aware that we ~~ultimately~~must consummate an Initial Business Combination by September 16, 2026. Consequently, such target business may beobtain ~~materially~~leverage ~~adversely~~over ~~affected~~us byin ~~events~~negotiating an Initial Business Combination, knowing that ~~are outside~~if ofwe do not complete our ~~control,~~Initial ~~such~~Business Combination aswith ~~increased~~that ~~geopolitical~~particular ~~unrest~~target business, ~~pandemic~~we ~~outbreaks~~may ~~(such~~be unable to complete our Initial Business Combination with any target business. This risk will increase as ~~COVID-19),~~we ~~and~~get ~~volatility~~closer into the ~~debt~~time ~~and~~frame described above. In addition, we may have limited time to conduct due diligence ~~equity~~and ~~markets~~may enter into our Initial Business Combination on terms that we would have rejected upon a more comprehensive investigation.

~~If we~~We domay not be able to complete the Proposed Business Combination, ~~our~~or ~~ability to find~~ another ~~potential target business and the business of any potential target business, including iRocket, with which we may consummate an~~ Initial Business Combination ~~could be materially and adversely affected~~ by ~~events~~September ~~that are outside of our control. For example~~16, ~~geopolitical unrest~~2026, ~~including~~in ~~war,~~which ~~terrorist~~case ~~activity~~we and acts of civil or international hostility are increasing. Similarly, other events outside of our control, including natural disasters, climate-related events, pandemics or health crises (such as the COVID-19 pandemic) may ~~arise~~be ~~from~~required ~~time~~ to cease ~~time.~~all ~~Any~~operations ~~such~~except ~~events~~for ~~may cause significant volatility and declines in~~ the ~~global~~purpose ~~markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss~~ of ~~life~~winding ~~and~~up ~~property damage,~~ and ~~may adversely affect the global economy or capital markets, and the business of iRocket or any other potential target business with which~~ we ~~may~~would ~~consummate~~redeem ~~an Initial Business Combination (including the Proposed Business Combination) could be materially and adversely affected. In addition,~~ our ~~ability~~Public toShares ~~consummate a transaction may be dependent on the ability to raise equity~~ and debt financing which may be impacted by these and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at allliquidate.

~~Changes~~Our Charter provides that inwe ~~international~~must ~~trade~~complete ~~policies,~~the ~~tariffs~~Proposed ~~and~~Business ~~treaties~~Combination ~~affecting~~or ~~imports~~another ~~and~~Initial ~~exports~~Business ~~may~~Combination ~~have~~by aSeptember ~~material~~16, ~~adverse~~2026. ~~effect~~We onmay ~~our~~not ~~search~~be able to ~~for~~complete anthe ~~Initial~~Proposed Business Combination, ~~target~~or if we do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, ~~our~~find a suitable target business and consummate such Initial Business Combination by September 16, 2026. Our ability to complete the Proposed Business Combination or find another Initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and~~/or~~ ~~our~~debt ~~business~~markets and the other risks described herein. For example, ~~financial~~increased ~~condition~~market volatility, decreased market liquidity and ~~results~~third-party offinancing ~~operations~~being ~~following completion~~unavailable ofon terms acceptable to us or at all could limit our ability to complete the Proposed Business Combination or another Initial Business Combination. Additionally, financial markets may be adversely affected by events outside of our control, including natural disasters, international trade policies, climate-related events, pandemics or health crises, current or anticipated military conflict, including between Russia and Ukraine and between Israel and Hamas, terrorism, sanctions or other geopolitical events globally.

~~There have~~If ~~recently~~we ~~been~~have ~~significant~~not ~~changes~~consummated the toProposed ~~international~~Business ~~trade~~Combination ~~policies~~or ~~and~~another ~~tariffs~~Initial ~~affecting~~Business ~~imports~~Combination ~~and~~within ~~exports.~~such ~~The~~applicable ~~U.S.~~time ~~has implemented a range of new tariffs and increases to existing tariffs~~period, ~~and,~~we inwill: ~~response~~(i) tocease ~~the~~all ~~tariffs~~operations except ~~announced~~for by the ~~U.S.,~~purpose ~~other~~of ~~countries~~winding ~~have imposed~~up; ~~new~~(ii) oras ~~increased~~promptly ~~tariffs~~as onreasonably ~~certain~~possible ~~exports~~but ~~from~~not ~~the~~more ~~United~~than ~~States.~~ten ~~There~~business isdays ~~currently~~thereafter, ~~significant~~redeem ~~uncertainty about~~ the ~~future~~ ~~relationship~~Public ~~between~~Shares, ~~the~~at ~~United~~a ~~States~~per-share ~~and other countries with respect to trade policies~~price, ~~government~~payable ~~regulations~~in ~~and tariffs. We cannot predict whether~~cash, ~~and~~equal to ~~what~~the ~~extent,~~aggregate ~~current~~amount ~~tariffs~~then ~~will~~on ~~continue~~deposit ~~or trade policies will change~~ in the ~~future.~~Trust ~~Any~~Account, ~~significant~~including ~~increases~~interest inearned ~~tariffs~~ on ~~goods~~the orfunds ~~materials~~held ~~or other changes~~ in ~~trade~~the ~~policy,~~Trust orAccount ~~the~~and ~~perception~~not ~~that~~previously ~~such~~released ~~changes~~to ~~could~~us ~~occur,~~to ~~could~~pay ~~negatively affect~~ our ~~search~~income ~~for~~taxes, aif ~~target~~any ~~business~~(less iftaxes wepayable doand up ~~not~~to ~~complete~~$100,000 ~~the~~of ~~Proposed~~interest ~~Business~~to ~~Combination~~pay ~~and/or~~dissolution ~~our~~expenses), ~~ability~~divided toby ~~complete~~ the ~~Proposed Business~~number ~~Combination~~of orthe ~~another~~then-outstanding ~~Initial~~Public ~~Business~~Shares, ~~Combination.~~which ~~For~~redemption will ~~example,~~completely ifextinguish wePublic ~~pursue~~Shareholders’ arights ~~target~~as ~~company~~shareholders ~~which~~(including ~~sources~~the orright ~~manufactures material~~to ~~components~~receive ~~outside~~further ofliquidation ~~the U.S.~~distributions, if ~~these~~any); ~~changes~~and ~~could~~(iii) ~~materially~~as ~~impact~~promptly ~~such~~as ~~target~~reasonably ~~company’s~~possible ~~business~~following ~~and~~such ~~financial performance. Similarly~~redemption, ifsubject weto ~~pursue~~the aapproval ~~target~~of ~~company~~our ~~which~~remaining ~~exports~~shareholders and ~~products~~our ~~outside~~board of ~~the U.S.~~directors, ~~retaliatory~~liquidate ~~tariff~~ and ~~trade~~dissolve, ~~measures~~subject ~~imposed~~in ~~by other~~the ~~countries~~case ~~could~~of ~~affect~~clauses ~~such~~(ii) ~~target’s~~and ~~ability~~(iii), to ~~export~~our ~~products~~obligations ~~and~~under ~~therefore~~Cayman ~~adversely~~Islands law ~~affect~~to ~~its~~provide ~~sales.~~for Weclaims ~~may~~of ~~not~~creditors beand ~~able to adequately address~~ the ~~risks~~requirements ~~presented~~of ~~by these tariffs or~~ other ~~potential~~applicable ~~trade policy changes~~law. AsOur aCharter ~~result~~provides that, if we dowind ~~not~~up ~~complete~~for ~~the~~any ~~Proposed~~other ~~Business~~reason ~~Combination,~~prior weto ~~may~~the ~~deem~~consummation itof ~~costly, impractical or risky to complete~~ an Initial Business Combination, ~~with~~we awill ~~particular target~~follow orthe ~~with~~foregoing aprocedures ~~target~~with inrespect ato ~~particular industry or from a particular country. Consequently,~~ the liquidation ~~pool~~ of ~~potential~~the ~~target~~Trust ~~companies~~Account ~~may be~~as ~~reduced,~~promptly ~~which~~as ~~could~~reasonably ~~impair~~possible ~~our~~but ~~ability~~not tomore ~~identify~~than aten ~~suitable~~business ~~target~~days ~~and~~thereafter, subject to ~~complete~~applicable Cayman anIslands ~~Initial Business Combination~~law. ~~The~~In ~~business prospects~~either ofsuch ~~iRocket~~case, orour ~~another~~Public ~~target~~Shareholders ~~company~~may ~~could~~receive ~~change~~only ~~even~~$10.00 ~~after~~per wePublic ~~enter~~Share, ~~into~~or aless ~~business~~than ~~combination~~$10.00 ~~agreement,~~per ~~as a result of~~Public ~~tariffs~~Share, oron the ~~threat~~redemption of ~~tariffs~~their ~~that~~Public ~~may~~Shares, ~~have~~and aour ~~material~~Warrants ~~impact~~will onexpire ~~iRocket’s~~worthless. orSee ~~such~~“—If ~~other~~third ~~target’s~~parties ~~business.~~bring ~~Accordingly, changes~~claims inagainst ~~trade~~us, ~~and~~the ~~tariff~~proceeds ~~policies~~held ~~could~~in ~~prevent~~the orTrust ~~make~~Account itcould ~~difficult~~be orreduced ~~more~~and ~~expensive~~the ~~for~~per-share usredemption toamount ~~complete~~received ~~the~~by ~~Proposed~~shareholders ~~Business~~may ~~Combination~~be orless ~~another~~than ~~Initial Business Combination~~$10.00 ~~Tariffs~~per ~~and~~Public ~~threats~~Share” ~~of tariffs~~ and other ~~potential~~risk ~~trade~~factors ~~policy changes could also lead to material adverse effects on Holdco or another post-business combination company~~herein.

~~If we~~There doare ~~not~~no ~~complete~~assurances ~~the~~that ~~Proposed Business Combination,~~ the ~~requirement~~Fifth ~~that we consummate an Initial Business Combination by March 16,~~Extension ~~2026~~will ~~may~~enable ~~give potential target businesses leverage over~~ us into ~~negotiating~~complete ~~an Initial Business Combination and may limit~~ the ~~time~~Proposed ~~we have in which to conduct due diligence on potential Initial~~ Business Combination ~~targets,~~or inanother ~~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~~.

IfAlthough the Fifth Extension wewas doapproved ~~not~~and ~~complete~~implemented, the Company can provide no assurances that the Proposed Business Combination ~~with~~or ~~iRocket,~~another ~~any~~Initial ~~potential~~Business Combination ~~target~~will ~~business~~be ~~with~~consummated ~~which~~prior weto ~~enter~~the ~~into~~Fifth ~~negotiations concerning~~Extended anDate. Our ability to consummate the Proposed Business Combination or another Initial Business Combination ~~will~~is bedependent ~~aware~~on ~~that~~a wevariety ~~must~~of ~~consummate~~factors, anmany ~~Initial~~of which are beyond our control. The Company expects to seek shareholder approval of the Proposed Business Combination byor ~~March~~any ~~16,~~other ~~2026~~Initial Business Combination. ~~Consequently,~~We were required to offer Public Shareholders ~~such~~the ~~target~~opportunity ~~business~~to ~~may~~redeem ~~obtain~~Public ~~leverage~~Shares ~~over~~in usconnection with the Extensions, and we will be required to offer Public Shareholders redemption rights again in ~~negotiating~~connection anwith ~~Initial~~any shareholder vote to approve the Proposed Business Combination, ~~knowing~~or ~~that~~any ifother Initial Business Combination. If we do not complete ~~our~~ the Proposed Business Combination and instead seek to complete another Initial Business Combination, ~~with~~it is possible that ~~particular~~the ~~target~~high ~~business,~~redemptions we ~~may~~have beexperienced ~~unable~~have left us with insufficient cash to ~~complete~~consummate ~~our~~another Initial Business Combination ~~with~~on ~~any~~commercially ~~target~~acceptable ~~business~~terms, or at all. ~~This~~The ~~risk~~fact that we will ~~increase~~have ashad weseparate ~~get~~redemption ~~closer~~periods toin connection with the ~~time~~Extensions and ~~frame~~any ~~described~~Initial ~~above~~Business Combination vote could exacerbate these risks. InOther ~~addition~~than in connection with a redemption offer or liquidation, our weshareholders may ~~have~~be ~~limited~~unable ~~time~~ to ~~conduct~~recover ~~due~~their ~~diligence~~investment ~~and~~except ~~may~~through ~~enter~~sales ~~into~~of our ~~Initial~~shares ~~Business~~on ~~Combination~~the onopen ~~terms~~market. The price of our shares may be volatile, and there can be no assurance that weshareholders ~~would~~will ~~have~~be ~~rejected~~able ~~upon~~to adispose ~~more~~of ~~comprehensive investigation~~our shares at favorable prices, or at all.

30If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants, which may influence a vote on a and reduce the public “float” of our Public Shares or Public Warrants.

~~Table~~If we seek shareholder approval of ~~Contents~~any Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, and we do not conduct redemptions in connection with such Initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Proposed Business Combination or another Initial Business Combination, although they are under no obligation or duty to do so.

We may not be able to complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026, in which case we may be required to cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.21

~~Our Charter~~Table provides that we must complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026. We may not be able to complete the Proposed Business Combination, or if we do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, find a suitable target business and consummate such Initial Business Combination by March 16, 2026. Our ability to complete the Proposed Business Combination or find another Initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all could limit our ability to complete the Proposed Business Combination or another Initial Business Combination. Additionally, financial markets may be adversely affected by events outside of our control, including natural disasters, international trade policies, climate-related events, pandemics or health crises, current or anticipated military conflict, including between Russia and Ukraine and between Israel and Hamas, terrorism, sanctions or other geopolitical events globally.Contents

~~If we~~Any ~~have~~such ~~not~~price ~~consummated~~per ~~the~~share ~~Proposed~~may be ~~Business~~different ~~Combination~~than orthe ~~another~~amount ~~Initial~~per ~~Business~~share ~~Combination~~a ~~within~~Public ~~such~~Shareholder ~~applicable~~would ~~time~~receive ~~period, we~~if ~~will:~~it ~~(i)~~elected ~~cease~~to ~~all~~redeem ~~operations~~its ~~except~~Public ~~for~~Shares ~~the~~in ~~purpose~~connection ofwith the ~~winding~~Proposed ~~up;~~Business ~~(ii)~~Combination asor ~~promptly~~such asother ~~reasonably~~Initial ~~possible~~Business ~~but~~Combination. ~~not~~Such ~~more~~a ~~than~~purchase ~~ten business~~may ~~days~~include ~~thereafter, redeem the Public Shares, at~~ a ~~per-share~~contractual ~~price,~~acknowledgment that ~~payable~~such ~~in cash~~shareholder, ~~equal~~although tostill the ~~aggregate~~record ~~amount~~holder ~~then~~of onour ~~deposit in~~shares ~~the~~is ~~Trust~~no ~~Account,~~longer ~~including interest earned on~~ the ~~funds~~beneficial ~~held~~owner inthereof ~~the Trust Account~~ and ~~not~~therefore ~~previously~~agrees ~~released~~ not to usexercise toits ~~pay~~redemption ~~our~~rights. ~~income taxes,~~In ifthe ~~any~~event ~~(less~~that ~~taxes~~our ~~payable~~Sponsor, ~~and up to $100~~directors,~~000~~ ofexecutive ~~interest to pay dissolution expenses)~~officers, ~~divided~~advisors byor ~~the~~their ~~number~~affiliates ~~of the then-outstanding~~purchase Public Shares, ~~which~~in ~~redemption~~privately ~~will~~negotiated ~~completely~~transactions ~~extinguish~~from Public Shareholders’ ~~rights~~who ashave ~~shareholders~~already ~~(including~~elected ~~the right~~ to ~~receive~~ ~~further~~exercise ~~liquidation~~their ~~distributions, if any); and (iii) as promptly as reasonably possible following such~~ redemption, ~~subject to~~rights, ~~the~~such ~~approval~~selling ~~of our remaining~~ shareholders ~~and~~would ~~our~~be ~~board~~required ~~of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii),~~ to ~~our~~revoke ~~obligations~~their ~~under~~prior ~~Cayman~~elections ~~Islands law~~ to ~~provide~~redeem ~~for~~their ~~claims~~Public ~~of creditors and the requirements of other applicable law~~Shares. ~~Our Charter~~It ~~provides~~is intended that, if ~~we wind up for any other reason prior to the consummation of an Initial Business Combination, we will follow~~Rule ~~the~~10b-18 ~~foregoing~~would ~~procedures~~apply ~~with respect~~ to ~~the~~purchases ~~liquidation~~by of the ~~Trust Account as promptly as reasonably possible but not more than ten business days thereafter~~Sponsor, ~~subject to applicable Cayman Islands law. In either such case~~directors, ~~our~~executive ~~Public Shareholders may receive only $10.00 per Public Share~~officers, advisors or ~~less than $10.00 per Public Share, on the redemption of~~ their ~~Public Shares~~affiliates, ~~and~~then ~~our~~such ~~Warrants~~purchases will ~~expire worthless.~~ ~~See~~comply ~~“—If~~with ~~third~~Rule ~~parties~~10b-18 ~~bring~~under ~~claims~~the ~~against~~Exchange usAct, ~~the~~to ~~proceeds held in~~ the ~~Trust~~extent ~~Account~~it ~~could~~applies, bewhich ~~reduced~~provides ~~and~~a ~~the~~safe ~~per-share redemption~~harbor ~~amount~~for ~~received~~purchases bymade ~~shareholders~~under ~~may~~certain conditions, beincluding ~~less~~with ~~than~~respect ~~$10.00~~to ~~per~~timing, ~~Public~~pricing ~~Share”~~ and ~~other~~volume ~~risk~~of ~~factors herein~~purchases.

~~There~~Additionally, at any time ~~are~~at noor ~~assurances~~prior ~~that~~to the ~~Fourth~~Proposed ~~Extension~~Business ~~will~~Combination ~~enable~~or ussuch other Initial Business Combination, subject to ~~complete~~applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Proposed Business Combination or ~~another~~such other Initial Business Combination or not redeem their Public Shares. None of the funds held in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions prior to completion of the Proposed Business Combination or such other Initial Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will be restricted from 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.

~~Although the~~The ~~Fourth~~purpose ~~Extension~~of ~~was~~any ~~approved~~such ~~and implemented, the Company can provide no assurances that the Proposed Business Combination or another~~transactions ~~Initial~~could ~~Business Combination will~~ be ~~consummated~~to ~~prior~~(1) toreduce the ~~Fourth~~number ~~Extended~~of ~~Date.~~Public ~~Our~~Warrants ~~ability~~outstanding toand/or ~~consummate~~increase the ~~Proposed~~likelihood ~~Business Combination or another Initial Business Combination is dependent on a variety~~ of ~~factors, many of which are beyond our control. The Company expects to seek shareholder~~ approval ofon ~~the Proposed Business Combination or~~ any ~~other~~matters ~~Initial~~submitted ~~Business Combination. We were required~~ to ~~offer~~ ~~Public Shareholders~~ the ~~opportunity to redeem~~ Public ~~Shares~~Warrant inholders ~~connection~~for ~~with~~approval ~~the~~or ~~Extensions,~~(2) ~~and~~satisfy wea ~~will~~closing becondition ~~required to offer Public Shareholders redemption rights again~~ in ~~connection~~an agreement with ~~any~~a ~~shareholder~~target vote to approve the Proposed Business Combination or any other Initial Business Combination. If we do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, it is possible that ~~the~~requires ~~high redemptions we have experienced have left~~ us ~~with insufficient cash~~ to ~~consummate~~have ~~another~~a ~~Initial~~minimum ~~Business~~net ~~Combination~~worth ~~on commercially acceptable terms,~~ or ata ~~all.~~certain ~~The~~amount ~~fact~~of ~~that~~cash weat ~~will have had separate redemption periods in connection with~~ the ~~Extensions~~closing ~~and~~of ~~any~~our Initial Business Combination, ~~vote~~where ~~could~~it ~~exacerbate~~appears ~~these~~that ~~risks.~~such ~~Other~~requirement ~~than in connection with a redemption~~would ~~offer~~otherwise ornot ~~liquidation, our shareholders may~~ be ~~unable~~met. toAny ~~recover~~such ~~their~~purchases ~~investment except through sales~~ of our ~~shares~~securities onmay ~~the~~result ~~open~~in ~~market. The~~the ~~price~~completion of ~~our~~an ~~shares~~Initial ~~may~~Business beCombination ~~volatile, and there can be no assurance~~ that ~~shareholders~~may ~~will be able to dispose of our shares at favorable~~not ~~prices,~~otherwise orhave atbeen ~~all~~possible.

~~If we~~In ~~seek~~addition, ~~shareholder~~if ~~approval~~such ofpurchases are ~~our Initial Business Combination~~made, ~~as we expect to do in connection with~~ the ~~Proposed~~public ~~Business~~“float” ~~Combination,~~ of our ~~Sponsor,~~securities ~~directors,~~may ~~executive~~be ~~officers,~~reduced ~~advisors~~ and ~~their~~the ~~affiliates~~number ~~may~~of ~~elect~~beneficial toholders ~~purchase~~of ~~Public~~our ~~Shares~~securities ormay ~~Public Warrants~~be reduced, which may ~~influence~~make ait ~~vote~~difficult onto amaintain ~~and~~or ~~reduce~~obtain the ~~public~~quotation, ~~“float”~~listing or trading of our ~~Public~~securities ~~Shares~~on ora ~~Public~~national ~~Warrants~~securities exchange.

IfOur Sponsor, directors, executive weofficers, ~~seek~~advisors ~~shareholder~~or ~~approval~~their ofaffiliates ~~any~~anticipate ~~Initial~~that ~~Business~~they ~~Combination~~may identify the shareholders with whom our Sponsor, asdirectors, weexecutive officers, ~~expect~~advisors toor dotheir inaffiliates ~~connection~~may ~~with~~pursue privately negotiated transactions by either the ~~Proposed~~shareholders ~~Business~~contacting ~~Combination,~~us directly ~~and~~or weby doour ~~not~~receipt ~~conduct~~of ~~redemptions~~redemption requests submitted by shareholders (in the case of Public Shares) following our mailing of proxy materials in connection with ~~such~~an Initial Business Combination ~~pursuant~~(including to the ~~tender~~Proposed ~~offer~~Business ~~rules,~~Combination). To the extent that our Sponsor, directors, executive officers, advisors or their affiliates ~~may~~enter ~~purchase~~into ~~Public~~a ~~Shares~~private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their Public ~~Warrants~~Shares infor ~~privately~~a ~~negotiated~~pro ~~transactions~~ rata share of the Trust Account or vote inagainst an Initial Business Combination (including the ~~open~~Proposed ~~market~~Business ~~either~~Combination), ~~prior~~whether or not such shareholder has already submitted a proxy with respect to the Proposed Business Combination or ~~following~~another Initial Business Combination but only if such shares have not already been voted at the ~~completion~~general ofmeeting related to the Proposed Business Combination or ~~another~~such other Initial Business Combination,. ~~although~~Our ~~they~~Sponsor, ~~are~~directors, ~~under~~executive noofficers, ~~obligation~~advisors or ~~duty~~their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do sonot comply with Regulation M under the Exchange Act and the other federal securities laws.

31Our Sponsor, directors, executive officers, advisors or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, directors, executive officers, advisors or their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

~~Table~~● our registration statement/proxy statement filed for the Proposed Business Combination or another Initial Business Combination would disclose the possibility that our Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along with the purpose of ~~Contents~~such purchases;

~~Any such~~● ~~price per share may be different than the amount per share a Public Shareholder would receive~~ if it elected to redeem its Public Shares in connection with the Proposed Business Combination or such other Initial Business Combination. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our ~~shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our~~ Sponsor, directors, executive officers, advisors or their affiliates were to purchase Public Shares inor ~~privately~~Public ~~negotiated~~Warrants ~~transactions~~ from Public Shareholders ~~who have already elected to exercise their redemption rights~~, ~~such~~they ~~selling shareholders~~ would bedo ~~required~~so toat ~~revoke~~a ~~their~~price ~~prior~~no ~~elections~~higher tothan ~~redeem their Public Shares. It is intended that, if Rule 10b-18 would apply to purchases by~~ the ~~Sponsor,~~price ~~directors,~~offered ~~executive~~through ~~officers,~~our ~~advisors~~redemption or 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.process;

~~Additionally, at~~● ~~any~~our ~~time~~registration atstatement/proxy orstatement ~~prior~~filed tofor the Proposed Business Combination or ~~such~~another ~~other~~ Initial Business Combination, ~~subject~~would toinclude ~~applicable~~a ~~securities laws~~representation ~~(including~~that ~~with~~any ~~respect~~of toour ~~material~~securities ~~nonpublic~~purchased ~~information),~~by our Sponsor, directors, executive officers, advisors or their affiliates ~~may~~ ~~enter~~would ~~into~~not ~~transactions~~be ~~with~~voted ~~investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares~~ in favor of ~~the~~approving ~~Proposed Business Combination or such other Initial Business Combination or not redeem their Public Shares. None of~~ the ~~funds~~ ~~held in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions prior to completion of the~~ Proposed Business Combination or such other Initial Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will be restricted from 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 transactions could be to (1) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Initial Business Combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of an Initial Business Combination that may not otherwise have been possible.22

~~In addition,~~Table ~~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.Contents

~~Our Sponsor,~~● ~~directors, executive officers, advisors or their affiliates anticipate that they may identify the shareholders with whom~~ our ~~Sponsor,~~ directors, executive officers, advisors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Public Shares) following our mailing of proxy materials in connection with an Initial Business Combination (including the Proposed Business Combination). To the extent that our Sponsor, directors, executive officers, advisors orand their affiliates ~~enter into a private transaction, they~~ would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against an Initial Business Combination (including the Proposed Business Combination), whether or not ~~such~~possess ~~shareholder~~any ~~has~~redemption ~~already~~rights ~~submitted a proxy~~ with respect to ~~the~~our ~~Proposed~~securities ~~Business Combination~~ or, ~~another Initial Business Combination but only~~ if ~~such~~they ~~shares~~do ~~have~~acquire ~~not~~and ~~already~~possess ~~been~~redemption ~~voted at the general meeting related to the Proposed Business Combination or such other Initial Business Combination. Our Sponsor~~rights, ~~directors, executive officers, 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~~would ~~deem~~waive ~~relevant, and will be restricted from purchasing shares if~~ such ~~purchases~~rights; ~~do not comply with Regulation M under the Exchange Act~~ and ~~the other federal securities laws.~~

~~Our Sponsor,~~● ~~directors,~~we ~~executive officers, advisors or their affiliates will be restricted from making purchases of shares if the purchases~~ would ~~violate~~disclose ~~Section~~in 9(a~~)(2)~~ orForm ~~Rule 10b~~8-5K, ofbefore ~~the~~our ~~Exchange~~shareholder ~~Act.~~meeting ~~Any such purchases will be reported pursuant~~ to ~~Section~~approve ~~13 and Section 16 of~~ the ~~Exchange~~Proposed ~~Act~~Business toCombination ~~the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, directors, executive officers, advisors~~ or ~~their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders,~~ such ~~purchases~~other ~~would~~Initial beBusiness ~~structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including~~Combination, ~~in pertinent part, through adherence to~~ the following material items:

●o ~~our registration statement/proxy statement filed for~~ the ~~Proposed~~amount ~~Business~~of ~~Combination~~our orsecurities ~~another~~purchased ~~Initial~~outside ~~Business~~of ~~Combination would disclose~~ the ~~possibility~~redemption ~~that~~offer by our Sponsor, directors, executive officers, advisors orand their affiliates ~~may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process~~, along with the ~~purpose~~purchase ~~of such purchases~~price;

32o the purpose of the purchases by our Sponsor, directors, executive officers, advisors and their affiliates;

~~Table~~o the impact, if any, of ~~Contents~~the purchases by our Sponsor, directors, executive officers, advisors and their affiliates on the likelihood that the Proposed Business Combination or such other Initial Business Combination will be approved;

●o ifthe identities of our security holders who sold to our Sponsor, directors, executive officers, advisors orand their affiliates ~~were~~(if tonot ~~purchase~~purchased ~~Public~~on ~~Shares~~the open market) or ~~Public~~the ~~Warrants~~nature ~~from~~of ~~Public~~our ~~Shareholders,~~security ~~they~~holders ~~would~~(e.g., do5% sosecurity atholders) awho ~~price~~sold noto ~~higher~~our ~~than~~Sponsor, ~~the~~directors, ~~price~~executive ~~offered~~officers, ~~through~~advisors ~~our~~and ~~redemption~~their ~~process~~affiliates; and

●o ~~our registration statement/proxy statement filed for~~ the ~~Proposed~~number ~~Business Combination or another Initial Business Combination would include a representation that any~~ of our securities ~~purchased~~for bywhich ~~our~~we ~~Sponsor,~~have ~~directors,~~received ~~executive~~redemption ~~officers,~~requests ~~advisors~~pursuant orto ~~their~~our ~~affiliates~~redemption ~~would not be voted in favor of approving the Proposed Business Combination or such other Initial Business Combination;~~offer.

●If ~~our~~a ~~Sponsor,~~shareholder ~~directors,~~fails ~~executive~~to ~~officers,~~receive ~~advisors~~notice of ~~and~~our ~~their~~offer ~~affiliates~~to ~~would~~redeem ~~not~~our ~~possess~~Public ~~any~~Shares ~~redemption~~in ~~rights~~connection with ~~respect~~our toInitial ~~our~~Business ~~securities~~Combination, or, iffails ~~they~~to docomply ~~acquire~~with ~~and~~the ~~possess~~procedures ~~redemption~~for tendering ~~rights~~its shares, ~~they~~such ~~would~~shares ~~waive~~may ~~such~~not ~~rights;~~be ~~and~~redeemed.

●We wewill ~~would~~comply ~~disclose~~with inthe aproxy rules ~~Form~~or ~~8-K~~tender offer rules, ~~before~~as ~~our~~applicable, ~~shareholder~~when ~~meeting~~conducting toredemptions ~~approve~~in connection with our Initial Business Combination, including the Proposed Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such ~~other~~shareholder may not become aware of the opportunity to redeem its Public 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 an Initial Business Combination, including the ~~following~~Proposed ~~material~~Business ~~items:~~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 Public Shares may not be redeemed. See “Item 1. Business—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

oA ~~the~~shareholder ~~amount~~will ofnot ~~our~~be ~~securities~~entitled ~~purchased~~to ~~outside~~protections normally ofafforded ~~the~~to ~~redemption~~investors ~~offer~~of bymany ~~our~~other ~~Sponsor,~~blank ~~directors,~~check ~~executive officers, advisors and their affiliates, along with the purchase price;~~companies.

oWe are a “blank check” company under the ~~purpose~~U.S. securities laws. However, because we had net tangible assets in excess of $5,000,000 following consummation of the ~~purchases~~Initial Public Offering, we were exempt from rules promulgated by ~~our~~the ~~Sponsor~~SEC to protect investors in blank check companies, ~~directors~~such as Rule 419. Accordingly, ~~executive~~investors ~~officers~~are not afforded the benefits or protections of those rules. Among other things, ~~advisors~~this means we will have a longer period of time to complete an Initial Business Combination than companies subject to Rule 419. Moreover, if the Initial Public Offering had been subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and ~~their~~until ~~affiliates;~~the funds in the Trust Account were released to us in connection with our completion of the Proposed Business Combination or another Initial Business Combination.

oIf ~~the~~we ~~impact,~~seek ifshareholder ~~any,~~approval of ~~the~~our ~~purchases~~Initial Business byCombination, ~~our~~as ~~Sponsor,~~we ~~directors,~~intend ~~executive~~to ~~officers,~~do ~~advisors~~in connection with the Proposed Business Combination, and ~~their~~we ~~affiliates~~do onnot ~~the~~conduct ~~likelihood~~redemptions ~~that~~pursuant to the ~~Proposed~~tender ~~Business~~offer ~~Combination~~rules, and if a shareholder or ~~such~~a ~~other~~“group” ~~Initial~~of ~~Business~~shareholders ~~Combination~~are deemed to hold in excess of 15% of our Public Shares, they will belose ~~approved;~~the ability to redeem all such shares in excess of 15% of our Public Shares.

oIf ~~the~~we ~~identities~~seek shareholder approval of our ~~security~~Initial ~~holders~~Business ~~who~~Combination, ~~sold~~as we intend to ~~our~~do ~~Sponsor~~in connection with the Proposed Business Combination, ~~directors~~and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, ~~executive~~our ~~officers~~Charter provides that a Public Shareholder, together ~~advisors~~with ~~and~~any ~~their~~affiliate ~~affiliates~~of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (ifas ~~not~~defined ~~purchased~~under onSection 13 of the ~~open~~Exchange ~~market~~Act), orwill ~~the~~be ~~nature~~restricted from redeeming its shares with respect to more than an aggregate of ~~our~~15% ~~security~~of ~~holders~~the remaining shares sold in the Initial Public Offering (i.e.g, Excess Shares), without our prior consent. However, 5%we ~~security~~would not ~~holders~~be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) ~~who~~for ~~sold~~or against the Proposed Business Combination or another Initial Business Combination. A shareholder’s inability to redeem the Excess Shares will reduce their influence over our ~~Sponsor,~~ability ~~directors~~to complete the Proposed Business Combination or another Initial Business Combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. Additionally, ~~executive~~a ~~officers~~shareholder(s) will not receive redemption distributions with respect to the Excess Shares if we complete the Proposed Business Combination or another Initial Business Combination. And as a result, ~~advisors~~such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell their ~~affiliates;~~shares ~~and~~in open market transactions, potentially at a loss.

~~o the number of our securities for which we have received redemption requests pursuant to our redemption offer.~~23

~~If a~~Table ~~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 tendering its shares, such shares may not be redeemed.~~Contents

~~We will~~Because ~~comply~~of ~~with~~our ~~the~~limited ~~proxy~~resources ~~rules~~and orthe significant ~~tender~~competition ~~offer~~for ~~rules,~~business ascombination ~~applicable~~opportunities, ~~when~~it ~~conducting~~may ~~redemptions~~be inmore ~~connection~~difficult ~~with~~for ~~our~~us ~~Initial~~to ~~Business Combination,~~complete ~~including~~ the Proposed Business Combination~~. Despite our compliance with these rules, if a shareholder fails to receive~~ ~~our proxy solicitation~~ or ~~tender~~another ~~offer~~Initial ~~materials,~~Business asCombination. ~~applicable,~~If ~~such~~we ~~shareholder~~have ~~may~~ not ~~become~~consummated ~~aware of~~ the ~~opportunity~~Proposed toBusiness ~~redeem~~Combination ~~its Public Shares. In addition, the proxy solicitation~~ or ~~tender~~another ~~offer materials, as applicable, that we will furnish to holders of our Public Shares in connection with an~~ Initial Business Combination, within ~~including~~ the ~~Proposed~~required ~~Business~~time ~~Combination~~period, ~~will~~our ~~describe~~Public ~~the~~Shareholders ~~various~~may ~~procedures that~~receive ~~must~~only beapproximately ~~complied~~$10.00 ~~with~~per inPublic ~~order~~Share, ~~to validly redeem~~ or ~~tender~~less ~~Public~~in ~~Shares.~~certain Incircumstances, on the ~~event~~liquidation ~~that~~of aour ~~shareholder~~Trust ~~fails~~Account toand ~~comply~~our ~~with~~Warrants ~~these procedures,~~will ~~its~~expire ~~Public Shares may not be redeemed~~worthless. ~~See “Item 1. Business—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”~~

AWe expect to encounter intense ~~shareholder~~competition ~~will~~from ~~not~~other entities having a business objective similar to ours, including private investors (which may be ~~entitled~~individuals or investment partnerships), other special purpose acquisition companies, the vast majority of which are listed on a national securities exchange, and other entities, domestic and international, competing for the types of businesses we intend to ~~protections~~acquire. ~~normally~~Many ~~afforded~~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 ~~investors~~various industries. Many of ~~many~~these competitors possess greater technical, human and other resources ~~blank~~or ~~check~~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, including iRocket, we could potentially acquire with the remaining net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, 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 risk is magnified because, following the redemptions in connection with the Extensions, as of March 30, 2026, we had a balance in cash and investments held in trust of approximately $1.3 million. 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, including the Proposed Business Combination, in conjunction with a shareholder vote or via a tender offer. Target companies, such as iRocket, 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 the Proposed Business Combination or another 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 and our Warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per Public Share” and other risk factors herein.

~~We are~~Because ~~a “blank check” company under~~ the ~~U.S.~~remaining ~~securities laws. However, because we had~~ net ~~tangible~~proceeds ~~assets in excess~~ of ~~$5,000,000 following consummation of~~ the Initial Public Offering, weand ~~were~~the ~~exempt~~sale ~~from~~of ~~rules~~the ~~promulgated~~Private byPlacement ~~the~~Warrants ~~SEC~~not tobeing ~~protect~~held ~~investors~~ in ~~blank check~~the ~~companies,~~Trust ~~such~~Account ~~as Rule 419]. Accordingly, investors~~ are ~~not~~insufficient ~~afforded~~to ~~the~~allow ~~benefits~~us to oroperate ~~protections~~until ofat ~~those~~least ~~rules.~~September ~~Among~~16, ~~other things~~2026, ~~this~~ ~~means~~ we ~~will~~may ~~have~~be aunable ~~longer period of time~~ to complete anthe ~~Initial~~Proposed Business Combination ~~than~~or ~~companies~~another ~~subject~~Initial ~~to Rule 419. Moreover,~~Business ifCombination, ~~the~~and ~~Initial~~we ~~Public~~will ~~Offering~~depend ~~had~~on ~~been~~loans ~~subject~~from toour ~~Rule 419~~Sponsor, ~~that~~its ~~rule~~affiliates ~~would~~or ~~prohibit~~members ~~the release~~ of ~~any~~our ~~interest~~management ~~earned~~team ~~on funds held in the Trust Account~~ to usfund ~~unless~~our search and ~~until the funds in the Trust Account were released~~ to complete ~~us in connection with our completion of~~ the Proposed Business Combination or another Initial Business Combination.

IfNone of the net proceeds of wethe ~~seek~~Initial ~~shareholder~~Public ~~approval~~Offering and the sale of the Private Placement Warrants are available to us outside the Trust Account to fund our ~~Initial~~working capital ~~Business~~requirements. ~~Combination,~~We asbelieve wethat ~~intend~~the funds available to dous inoutside ~~connection~~of the Trust Account, together with ~~the~~funds ~~Proposed~~available ~~Business~~from ~~Combination~~loans from our Sponsor, its affiliates or members of our management team, will be sufficient to allow us to operate for at least until September ~~and~~16, 2026; however, we docannot ~~not~~assure ~~conduct~~investors ~~redemptions~~that ~~pursuant~~our estimate is accurate, and our Sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances, except as provided by the ~~tender~~Convertible ~~offer~~Note. ~~rules~~Of the funds available to us, ~~and~~we ifexpect to use a ~~shareholder~~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 “~~group~~no-shop” provision (a provision in letters of ~~shareholders~~intent designed ~~are~~to keep target businesses from “shopping” around for transactions with other companies or investors on terms more ~~deemed~~favorable to ~~hold~~such intarget ~~excess~~businesses) ofwith ~~15%~~respect ofto ~~our~~a ~~Public~~particular ~~Shares~~Initial Business Combination, ~~they~~although ~~will~~we ~~lose~~have not done so in connection with the ~~ability~~Proposed Business Combination. If we entered into a letter of intent where we paid for the right to ~~redeem~~receive ~~all~~exclusivity from a target business and were subsequently required to forfeit such ~~shares~~funds in(whether ~~excess~~as ofa ~~15%~~result of our ~~Public~~breach or otherwise), we might not ~~Shares~~have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we ~~seek~~are ~~shareholder~~required ~~approval~~to ofseek additional ~~our Initial Business Combination~~capital, as we ~~intend~~would need to doborrow infunds ~~connection~~from ~~with~~our ~~the~~Sponsor, ~~Proposed~~its ~~Business Combination~~affiliates, ~~and~~ wemembers doof ~~not~~our ~~conduct~~management ~~redemptions~~team inor ~~connection~~other ~~with~~third ~~our~~parties to ~~Initial~~operate ~~Business~~or ~~Combination~~may ~~pursuant~~be forced to ~~the~~liquidate. ~~tender~~Except ~~offer~~as ~~rules~~otherwise described herein, neither our ~~Charter provides~~Sponsor, ~~that~~members aof ~~Public~~our ~~Shareholder,~~management ~~together~~team ~~with~~nor their affiliates is under any ~~affiliate~~obligation ofto us in such ~~shareholder~~circumstances. orAny ~~any~~such ~~other~~advances ~~person~~may ~~with~~be ~~whom~~repaid ~~such~~only ~~shareholder~~from ~~is acting~~funds inheld ~~concert~~outside orthe Trust asAccount aor ~~“group”~~from ~~(as~~funds ~~defined~~released ~~under~~to ~~Section~~us 13upon completion of the ~~Exchange~~Proposed ~~Act),~~Business ~~will~~Combination beor ~~restricted~~another ~~from~~Initial ~~redeeming~~Business ~~its~~Combination. ~~shares~~Up ~~with~~to ~~respect~~$1,500,000 toof ~~more~~such ~~than~~loans anmay ~~aggregate~~be ofconvertible ~~15%~~into Warrants of the ~~remaining~~post-business ~~shares~~combination ~~sold~~entity inat ~~the~~a ~~Initial~~price ~~Public~~of ~~Offering (i~~$1.~~e.,~~50 ~~Excess~~per ~~Shares),~~Warrant ~~without~~at ~~our~~the ~~prior~~option ~~consent~~of the lender. ~~However,~~The weWarrants would ~~not~~ be ~~restricting~~identical ~~our shareholders’ ability~~ to ~~vote~~the ~~all~~Private ofPlacement ~~their~~Warrants. ~~shares~~Prior ~~(including Excess~~to ~~Shares)~~the ~~for~~completion orof ~~against~~ the Proposed Business Combination or another Initial Business Combination., Awe ~~shareholder’s~~do ~~inability to~~not ~~redeem~~expect ~~the~~to ~~Excess~~seek ~~Shares~~loans ~~will~~from ~~reduce~~parties ~~their~~other ~~influence~~than ~~over~~ our ~~ability~~Sponsor, toits affiliates, ~~complete~~members ~~the~~of ~~Proposed~~our ~~Business~~management ~~Combination~~team or ~~another~~a ~~Initial Business~~target ~~Combination~~business, ~~and~~as ~~they~~we ~~could~~do ~~suffer~~not abelieve ~~material~~third ~~loss~~parties onwill ~~their~~be ~~investment~~willing into usloan ifsuch ~~they~~funds and ~~sell~~provide ~~Excess~~a ~~Shares~~waiver inagainst ~~open~~any ~~market~~and ~~transactions. Additionally,~~all arights ~~shareholder(s)~~to ~~will~~seek ~~not~~access ~~receive~~to ~~redemption~~funds ~~distributions~~in ~~with~~our ~~respect~~Trust toAccount. ~~the~~If ~~Excess~~we ~~Shares~~have ifnot weconsummated ~~complete~~ the Proposed Business Combination or another Initial Business Combination. ~~And~~within asthe arequired ~~result,~~time ~~such~~period ~~shareholders~~because we do not have sufficient funds available to us, we will ~~continue~~be forced to ~~hold~~cease ~~that~~operations ~~number~~and ofliquidate the Trust Account. Consequently, our Public Shareholders may only receive an ~~shares~~estimated ~~exceeding~~$10.00 ~~15%~~per ~~and~~Public Share, inor ~~order~~possibly toless, ~~dispose~~on our redemption of ~~such~~our ~~shares~~Public Shares, ~~would~~and beour ~~required~~Warrants towill ~~sell~~expire ~~their~~worthless. ~~shares~~See “—If inthird ~~open~~parties ~~market~~bring ~~transactions~~claims against us, ~~potentially~~the proceeds held in the Trust Account could be reduced and the per-share redemption atamount areceived ~~loss~~by shareholders may be less than $10.00 per Public Share” and other risk factors herein.

33Subsequent to our completion of the Proposed Business Combination or another Initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause investors to lose some or all of their investment.

~~Table~~Even if we conduct extensive due diligence on a target business with which we combine, as we have done on iRocket, we cannot assure investors that this diligence will identify all material issues with a particular target business, including iRocket, that it would be possible to uncover all material issues through a customary amount of ~~Contents~~due diligence, or that factors outside of iRocket’s, another target business’ and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by iRocket or another target business or by virtue of our obtaining post-combination debt financing. Accordingly, any holders who choose to retain their securities following the Proposed Business Combination or another 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.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete the Proposed Business Combination or another Initial Business Combination. If we have not consummated the Proposed Business Combination or another 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 and our Warrants will expire worthless.24

WeTable expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other special purpose acquisition companies, the vast majority of which are listed on a national securities exchange, 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, including iRocket, we could potentially acquire with the remaining net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, 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 risk is magnified because, following the redemptions in connection with the Extensions, as of October 31, 2025, we had a balance in cash and investments held in trust of approximately $1.86 million. 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, including the Proposed Business Combination, in conjunction with a shareholder vote or via a tender offer. Target companies, such as iRocket, 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 the Proposed Business Combination or another 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 and our Warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per Public Share” and other risk factors herein.Contents

~~Because the~~If ~~remaining~~third ~~net~~parties ~~proceeds~~bring ofclaims ~~the~~against ~~Initial Public Offering and~~ us, the ~~sale~~proceeds ~~of the Private Placement Warrants not being~~ held in the Trust Account ~~are~~could ~~insufficient~~be toreduced ~~allow~~and usthe toper-share ~~operate~~redemption ~~until~~amount atreceived ~~least~~by ~~March~~shareholders ~~16, 2026, we~~ may be ~~unable~~less ~~to complete the Proposed Business Combination~~than or$10.00 ~~another~~per ~~Initial~~Public Business Combination, and we will depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete the Proposed Business Combination or another Initial Business CombinationShare.

~~None of~~Our ~~the~~placing ~~net proceeds~~ of ~~the~~funds ~~Initial~~in ~~Public Offering and~~ the Trust ~~sale~~Account ofmay ~~the~~not ~~Private~~protect ~~Placement~~those ~~Warrants~~funds ~~are~~from ~~available~~third-party toclaims against us. ~~outside~~Although ~~the~~we ~~Trust Account~~will seek to ~~fund~~have ~~our~~all ~~working~~vendors, ~~capital~~service ~~requirements.~~providers, prospective Wetarget ~~believe~~businesses ~~that~~and ~~the~~other ~~funds~~entities ~~available~~with towhich uswe ~~outside~~do ofbusiness ~~the~~execute ~~Trust~~agreements ~~Account, together~~ with ~~funds~~ ~~available~~us ~~from~~waiving ~~loans~~any ~~from~~right, ~~our Sponsor~~title, ~~its affiliates~~ interest or ~~members~~claim of ~~our~~any ~~management~~kind ~~team,~~in ~~will~~or ~~be sufficient~~ to ~~allow~~any usmonies toheld ~~operate for~~in atthe ~~least~~Trust ~~until~~Account ~~March~~for ~~16,~~the ~~2026;~~benefit ~~however,~~of ~~we cannot assure investors that~~ our ~~estimate~~Public ~~is accurate~~Shareholders, ~~and~~such ~~our~~parties ~~Sponsor,~~may ~~its~~not ~~affiliates~~execute orsuch ~~members~~agreements, ofor ~~our~~even ~~management~~if ~~team~~they ~~are~~execute ~~under~~such noagreements, ~~obligation~~they tomay ~~advance~~not ~~funds~~be toprevented usfrom inbringing ~~such~~claims ~~circumstances,~~against ~~except~~the asTrust ~~provided~~Account, ~~by the Convertible~~including, ~~Note.~~but Ofnot ~~the~~limited ~~funds available~~ to us, wefraudulent ~~expect~~inducement, tobreach ~~use a portion~~ of ~~the~~fiduciary ~~funds~~responsibility ~~available~~or toother ussimilar toclaims, ~~pay~~as ~~fees~~well toas ~~consultants~~claims tochallenging ~~assist us with~~the ~~our~~enforceability ~~search for a target business. We could also use a portion~~ of the ~~funds~~waiver, asin aeach ~~down~~case ~~payment~~in ororder to ~~fund~~gain aadvantage ~~“no-shop”~~with ~~provision (a~~respect ~~provision in letters of intent designed~~ to ~~keep~~a ~~target~~claim ~~businesses~~against ~~from~~our ~~“shopping”~~assets, ~~around~~including ~~for~~the ~~transactions with other companies~~funds orheld ~~investors~~in onthe ~~terms~~Trust ~~more~~Account. ~~favorable~~If toany ~~such~~third ~~target~~party ~~businesses)~~refuses ~~with respect~~ to aexecute ~~particular~~an ~~Initial~~agreement ~~Business~~waiving ~~Combination,~~such ~~although~~claims ~~we have~~to ~~not~~the ~~done~~monies soheld in ~~connection with~~ the ~~Proposed~~Trust ~~Business~~Account, our ~~Combination.~~management Ifwill weperform ~~entered~~an ~~into~~analysis ~~a letter~~ of ~~intent~~the ~~where~~alternatives weavailable ~~paid for the right~~ to ~~receive~~it ~~exclusivity from a target business~~ and ~~were~~will ~~subsequently~~only ~~required~~enter tointo ~~forfeit~~an ~~such~~agreement ~~funds~~with ~~(whether as~~ a ~~result~~third ofparty ~~our breach~~that orhas ~~otherwise),~~not weexecuted ~~might~~a ~~not~~waiver ~~have~~if ~~sufficient~~management ~~funds~~believes tothat ~~continue~~such ~~searching~~third-party’s ~~for,~~engagement orwould ~~conduct~~be ~~due~~significantly ~~diligence~~more ~~with~~beneficial ~~respect~~ to, aus than ~~target~~any ~~business~~alternative.

34Examples 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 by September 16, 2026, or upon the exercise of a redemption right in connection with the Proposed Business Combination or another 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 ten 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. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 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 to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the 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.

~~Table~~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 ~~Contents~~our Company. Therefore, we cannot assure shareholders that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Proposed Business Combination or another 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 an Initial Business Combination, and shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares.

~~If we~~Our ~~are~~directors ~~required to seek additional capital, we would need to borrow funds from our Sponsor, its affiliates, members of our management team or other third parties to operate or~~ may bedecide ~~forced~~not to ~~liquidate. Except as otherwise described herein, neither our Sponsor, members~~enforce ~~of our management team nor their affiliates is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside~~ the ~~Trust~~indemnification ~~Account~~obligations ~~or from funds released to us upon completion~~ of the Proposed Business Combination or another Initial Business Combination. Up to $1,500,000 of such loans may be convertible into Warrants of the post-business combination entity at a price of $1.50 per Warrant at the option of the lender. The Warrants would be identical to the Private Placement Warrants. Prior to the completion of the Proposed Business Combination or another Initial Business Combination, we do not expect to seek loans from parties other than our Sponsor, ~~its~~resulting ~~affiliates,~~in ~~members of our management team or~~ a ~~target~~reduction ~~business, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds~~ in ~~our Trust Account. If we have not consummated~~ the ~~Proposed~~amount ~~Business~~of ~~Combination or another Initial Business Combination within the required time period because we do not have sufficient~~ funds ~~available~~in ~~to us, we will be forced to cease operations and liquidate~~ the Trust Account. ~~Consequently,~~available ~~our Public~~for ~~Shareholders may only receive an estimated $10.00 per Public Share, or possibly less, on our redemption of our Public Shares,~~distribution ~~and~~to our Warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per Public ~~Share” and other risk factors herein~~Shareholders.

~~Subsequent~~In the event that the proceeds toin ~~our~~the ~~completion~~Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the ~~Proposed~~actual ~~Business~~amount ~~Combination~~per orPublic ~~another~~Share ~~Initial~~held ~~Business~~in ~~Combination~~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, wein each case net of the interest that may be ~~required~~withdrawn to ~~take~~pay ~~write-downs~~our tax obligations, and our Sponsor asserts that it is unable to satisfy its obligations or ~~write-offs~~that it has no indemnification obligations related to a particular claim, ~~restructuring~~our ~~and~~independent ~~impairment~~directors would ordetermine ~~other~~whether ~~charges~~to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that ~~could~~our ~~have~~independent adirectors ~~significant~~would ~~negative~~take ~~effect~~legal action on our ~~financial~~behalf ~~condition,~~against our Sponsor to enforce its indemnification obligations to ~~results~~us, ofit ~~operations~~is possible that our independent directors in exercising their business judgment and ~~the~~subject ~~price~~to oftheir fiduciary duties may choose not to do so in any particular instance. If our ~~securities~~independent directors choose not to enforce these indemnification obligations, ~~which~~the ~~could~~amount of ~~cause~~funds ~~investors~~in the Trust Account available for distribution to ~~lose~~our ~~some~~Public orShareholders ~~all~~may ofbe ~~their~~reduced ~~investment~~below $10.00 per Public Share.

~~Even if~~We we conduct extensive due diligence on a target business with which we combine, as we have done on iRocket, we cannot assure investors that this diligence will identify all material issues with a particular target business, including iRocket, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of iRocket’s, another target business’ and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not ~~consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not~~ have ansufficient ~~immediate~~funds ~~impact on our liquidity, the fact that we report charges of this nature could contribute~~ to ~~negative market perceptions about us or our securities.~~satisfy Inindemnification ~~addition,~~claims ~~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 iRocket or another target business or by virtue of~~ our ~~obtaining~~directors ~~post-combination~~and ~~debt~~executive ~~financing~~officers. Accordingly, any holders who choose to retain their securities following the Proposed Business Combination or another 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.

IfWe have agreed to indemnify ~~third~~our ~~parties~~officers ~~bring~~and ~~claims~~directors ~~against~~to usthe fullest extent permitted by law. However, ~~the~~our ~~proceeds~~officers ~~held~~and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account ~~could~~and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares). Accordingly, any indemnification provided will be ~~reduced~~able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate the Proposed Business Combination or another Initial Business Combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the ~~per-share~~effect ~~redemption~~of ~~amount~~reducing ~~received~~the likelihood of derivative litigation against our officers and directors, even though bysuch an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be ~~less~~adversely affected ~~than~~to ~~$10.00~~the ~~per~~extent ~~Public~~we ~~Share~~pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. 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.25

~~Examples of~~Table ~~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 by March 16, 2026, or upon the exercise of a redemption right in connection with the Proposed Business Combination or another 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 ten 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. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 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 to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the 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.Contents

35If, 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, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

~~Table~~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. In addition, our board of ~~Contents~~directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

~~However~~If, we ~~have~~before ~~not~~distributing ~~asked~~the ~~our~~proceeds ~~Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor~~in ~~has~~the ~~sufficient~~Trust ~~funds~~Account to ~~satisfy its indemnity obligations and we believe that~~ our ~~Sponsor’s~~Public ~~only assets are securities of our Company. Therefore~~Shareholders, we ~~cannot~~file ~~assure~~a ~~shareholders~~bankruptcy ~~that~~petition ~~our~~or ~~Sponsor~~an ~~would~~involuntary bebankruptcy ~~able~~petition tois ~~satisfy~~filed ~~those~~against ~~obligations. None of our officers or directors~~us ~~will~~that ~~indemnify~~is usnot ~~for claims by third parties including~~dismissed, ~~without~~the ~~limitation,~~ claims byof ~~vendors~~creditors ~~and~~in ~~prospective target businesses. As a result, if any~~ such ~~claims~~proceeding ~~were~~may ~~successfully~~have ~~made~~priority ~~against~~over the ~~Trust~~claims ~~Account,~~of ~~the~~our ~~funds~~shareholders ~~available~~and ~~for~~ the ~~Proposed Business Combination~~per-share oramount ~~another~~that ~~Initial~~would ~~Business~~otherwise ~~Combination and redemptions could~~ be ~~reduced~~received toby ~~less~~our ~~than $10.00 per Public Share. In such event, we may not be able to complete an Initial Business Combination, and~~ shareholders ~~would receive such lesser amount per share~~ in connection with ~~any~~ ~~redemption~~our ofliquidation ~~their~~may ~~Public~~be ~~Shares~~reduced.

~~Our~~If, before distributing the ~~directors~~proceeds ~~may~~in ~~decide~~the ~~not~~Trust Account to ~~enforce~~our ~~the~~Public ~~indemnification~~Shareholders, ~~obligations~~we offile ~~our~~a ~~Sponsor~~bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, ~~resulting~~the proceeds held in athe ~~reduction~~Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the ~~amount~~claims of ~~funds~~third inparties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, ~~available~~the ~~for~~per-share ~~distribution~~amount tothat would otherwise be received by our ~~Public~~shareholders ~~Shareholders~~in connection with our liquidation may be reduced.

~~In the~~If ~~event~~we ~~that the proceeds in the Trust Account~~ are ~~reduced~~deemed ~~below~~to ~~the~~be ~~lesser~~an ofinvestment ~~(i) $10.00 per Public Share and (ii) the actual amount~~company ~~per~~under ~~Public Share held in~~ the ~~Trust~~Investment ~~Account~~Company ~~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~~Act, inwe ~~each case net of the interest that~~ may be ~~withdrawn~~required to ~~pay~~institute ~~our~~burdensome ~~tax~~compliance ~~obligations,~~ requirements and our ~~Sponsor~~activities ~~asserts~~may ~~that~~be ~~it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim~~restricted, ~~our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.~~ ~~While~~which wemay ~~currently~~make ~~expect~~it ~~that~~difficult ~~our~~for ~~independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to~~ us, ~~it is possible that our independent directors in exercising their business judgment and subject~~ to ~~their~~complete ~~fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations,~~ the ~~amount~~Proposed ofBusiness ~~funds~~Combination inor ~~the~~another ~~Trust~~Initial ~~Account~~Business ~~available for distribution to our Public Shareholders may be reduced below $10~~Combination.~~00 per Public Share.~~

~~We may~~If ~~not~~we ~~have~~are ~~sufficient~~deemed ~~funds~~ to ~~satisfy~~be ~~indemnification~~an investment ~~claims~~company ofunder the Investment Company Act, our ~~directors~~activities ~~and~~may ~~executive~~be ~~officers.~~restricted, including:

~~We have~~● ~~agreed~~restrictions toon ~~indemnify our officers and directors to~~ the ~~fullest~~nature ~~extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim~~ of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares). 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 the Proposed Business Combination or another Initial Business Combination. Our obligation to indemnify our ~~officers~~investments; and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

~~If, after~~● werestrictions ~~distribute~~on the ~~proceeds~~issuance inof ~~the Trust Account to our Public Shareholders~~securities, weeach ~~file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members~~ of ~~our~~which ~~board of directors~~ may bemake ~~viewed~~it asdifficult ~~having~~for ~~breached~~us ~~their fiduciary duties~~ to ~~our~~complete ~~creditors, thereby exposing~~ the ~~members~~Proposed ofBusiness ~~our~~Combination ~~board~~or ofanother ~~directors and~~Initial usBusiness ~~to claims of punitive damages~~Combination.

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. In addition, ~~our~~we ~~board of directors~~ may behave ~~viewed as having~~imposed ~~breached~~upon ~~its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and~~ us toburdensome ~~claims of punitive damages~~requirements, by ~~paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.~~including:

36● registration as an investment company with the SEC;

~~Table~~● adoption of ~~Contents~~a specific form of corporate structure; and

If● reporting, ~~before~~ ~~distributing~~record ~~the proceeds in the Trust Account to our Public Shareholders~~keeping, ~~we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed~~voting, ~~the~~proxy ~~claims~~and ofdisclosure ~~creditors~~requirements inand ~~such~~other ~~proceeding~~rules ~~may have priority over the claims of our shareholders~~ and ~~the~~regulations ~~per-share amount~~ that ~~would~~we ~~otherwise~~are becurrently ~~received~~not bysubject ~~our shareholders in connection with our liquidation may be reduced~~to.

~~If,~~In order not to be regulated ~~before~~as ~~distributing~~an ~~the~~investment ~~proceeds~~company inunder the ~~Trust~~Investment ~~Account~~Company toAct, ~~our~~unless ~~Public~~we ~~Shareholders~~can qualify for an exclusion, we ~~file~~must ensure that we are engaged primarily in a ~~bankruptcy~~business ~~petition~~other orthan aninvesting, ~~involuntary~~reinvesting ~~bankruptcy petition~~or istrading ~~filed~~of ~~against~~securities usand that isour activities do not ~~dismissed~~include investing, ~~the~~reinvesting, owning, ~~proceeds~~holding ~~held~~or intrading ~~the~~“investment ~~Trust~~securities” ~~Account~~constituting ~~could~~more bethan ~~subject~~40% toof ~~applicable~~our ~~bankruptcy~~assets (exclusive of U.S. government ~~law,~~securities and ~~may~~cash beitems) ~~included~~on inan ~~our~~unconsolidated ~~bankruptcy~~basis. ~~estate~~Our ~~and~~business ~~subject~~will be to identify and complete an Initial Business Combination, such as the ~~claims~~Proposed ofBusiness ~~third~~Combination, ~~parties~~and ~~with~~thereafter ~~priority~~to ~~over~~operate the ~~claims~~post-transaction ofbusiness ~~our~~or ~~shareholders~~assets for the long term. We do Tonot ~~the~~intend ~~extent~~to ~~any~~spend ~~bankruptcy~~a ~~claims~~considerable ~~deplete~~amount of time actively managing the assets in the Trust Account, for the ~~per-share~~primary ~~amount~~purpose ~~that~~of ~~would~~achieving investment ~~otherwise~~returns. beWe ~~received~~do bynot ~~our~~plan ~~shareholders in~~to ~~connection~~buy businesses or assets with ~~our~~a ~~liquidation~~view ~~may~~to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be ~~reduced~~a passive investor.

IfWe do not believe that our principal activities will subject us to the Investment Company Act. To this end, the Company was formed for the purpose of completing an Initial Business Combination, such as the Proposed Business Combination, with one or more businesses, such as iRocket. Since our inception, our business has been and will continue to be focused on identifying and completing an Initial Business Combination, such as the Proposed Business Combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we ~~are~~do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations until on or around the 24-month anniversary of the effective date of our Initial Public Offering registration statement, when, to mitigate the potential risk that we might be deemed to be an investment company ~~under~~for purposes of the Investment Company Act, wethe ~~may~~trustee beliquidated such ~~required~~investments and moved the proceeds to ~~institute~~an ~~burdensome~~interest-bearing ~~compliance~~demand ~~requirements~~deposit account. Pursuant to the investment management trust agreement, dated as of March 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds in this manner, and by focusing our directors’ ~~activities~~and ~~may~~officers’ betime ~~restricted~~toward, ~~which~~and ~~may~~operating ~~make~~our itbusiness ~~difficult~~for the purpose of, acquiring and growing businesses for the uslong term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or Investment Securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the Proposed Business Combination or another Initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with the Proposed Business Combination or another Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business Combination activity; or (iii) absent an Initial Business Combination, including the Proposed Business Combination, within the completion window, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

~~If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:~~26

●Table ~~restrictions on the nature~~ of ~~our investments; and~~Contents

●Further, ~~restrictions~~under on the ~~issuance~~subjective test of ~~securities,~~a ~~each~~“investment company” pursuant to Section 3(a)(1)(A) of ~~which~~the ~~may~~Investment ~~make~~Company itAct, ~~difficult~~even ~~for~~if usthe tofunds ~~complete~~deposited in the ~~Proposed~~Trust ~~Business~~Account ~~Combination~~were invested in the assets discussed above (U.S. government securities or ~~another~~money ~~Initial~~market ~~Business~~funds ~~Combination~~registered under the Investment Company Act), such assets, other than cash, are “securities” for purposes of the Investment Company Act and, therefore, nevertheless, there is a risk that we could be deemed an unregistered investment company and subject to the Investment Company Act at any time.

In the adopting release for ~~addition~~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 ~~may~~were deemed to be an unregistered investment company and 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 ~~imposed~~not ~~upon~~allotted usfunds. ~~burdensome~~Unless ~~requirements~~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 the Proposed Business Combination or another Initial Business Combination and instead liquidate the Company. As a result, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders and would be unable to realize the potential benefits of the Proposed Business Combination or another Initial Business Combination, including: the possible appreciation of the combined company’s securities, and our Warrants would expire worthless. For illustrative purposes, in connection with the liquidation of our Trust Account, our Public Shareholders may receive only approximately $12.07 per Public Share, which is based on estimates as of March 30, 2026, or less in certain circumstances, and our Warrants would expire worthless.

●To ~~registration~~mitigate asthe risk that we might be deemed to be an investment company ~~with~~for purposes of the ~~SEC;~~Company Act, we have, on or around the 24-month anniversary of the effective date of our Initial Public Offering registration statement, instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of an Initial Business Combination (including the Proposed Business Combination) or our liquidation. As a result, following the liquidation of investments in the Trust Account, we expect to receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company.

●The ~~adoption~~funds in the Trust Account were, after our Initial Public Offering, held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act, in an interest-bearing demand deposit account or as cash. 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) ~~specific~~of ~~form~~the Investment Company Act) and thus subject to regulation under the Investment Company Act, we have, on or around to the 24-month anniversary of ~~corporate~~the ~~structure;~~effective date of our Initial Public Offering registration statement, instructed 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 an interest bearing demand deposit account at a bank until the earlier of the consummation of the Proposed Business Combination or another Initial Business Combination or the liquidation of the Company. Following such liquidation, we expect to receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, our decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit at a bank is expected to reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company.

●Changes ~~reporting~~to laws or regulations or in how such laws or regulations are interpreted or applied, ~~record~~or ~~keeping~~a failure to comply with any laws, ~~voting~~regulations, ~~proxy~~interpretations ~~and~~or ~~disclosure~~applications, may ~~requirements~~adversely ~~and~~affect ~~other~~our ~~rules~~business, including our ability to negotiate and ~~regulations~~complete ~~that~~the weProposed ~~are~~Business ~~currently~~Combination ~~not~~or ~~subject~~another toInitial Business Combination.

~~In order~~We ~~not~~are subject to bethe ~~regulated~~laws and asregulations, anand ~~investment~~interpretations ~~company~~and ~~under~~applications ~~the~~of ~~Investment~~such ~~Company~~laws ~~Act~~and regulations, ~~unless~~of wenational, ~~can~~regional, ~~qualify~~state ~~for~~and anlocal ~~exclusion~~governments and, wepotentially, ~~must ensure~~non-U.S. ~~that~~jurisdictions. In particular, we are ~~engaged~~required ~~primarily~~to incomply awith ~~business~~certain ~~other~~SEC ~~than~~and ~~investing,~~potentially ~~reinvesting~~other orlegal ~~trading~~and ofregulatory requirements, ~~securities~~ and ~~that~~ our ~~activities do~~consummation ~~not~~of ~~include~~the ~~investing,~~Proposed ~~reinvesting,~~Business ~~owning,~~Combination ~~holding~~ or ~~trading~~another ~~“investment~~Initial ~~securities”~~Business ~~constituting~~Combination ~~more~~may ~~than~~be ~~40%~~contingent ~~of our~~upon ~~assets~~our ~~(exclusive~~ability ofto ~~U.S.~~comply ~~government~~with ~~securities~~certain ~~and~~laws, ~~cash~~regulations, ~~items)~~interpretations onand anapplications ~~unconsolidated~~and ~~basis.~~Holdco ~~Our~~or ~~business~~any ~~will~~other bepost-business tocombination company ~~identify~~may ~~and~~be ~~complete an~~subject ~~Initial~~to ~~Business~~additional ~~Combination~~laws, ~~such~~regulations, asinterpretations ~~the~~and ~~Proposed~~applications. ~~Business~~Compliance ~~Combination~~with, and ~~thereafter~~monitoring toof, ~~operate~~ the ~~post-transaction~~foregoing may ~~business~~be ~~or assets~~difficult, ~~for~~time ~~the~~consuming ~~long~~and ~~term~~costly. WeThose dolaws ~~not~~and ~~intend~~regulations toand ~~spend~~their ainterpretation ~~considerable~~and ~~amount~~application ofmay ~~time~~also ~~actively~~change ~~managing the assets in the Trust Account for~~from ~~the~~time ~~primary~~to ~~purpose~~time, ofand ~~achieving~~those ~~investment~~changes ~~returns.~~could Wehave doa ~~not~~material ~~plan~~adverse toeffect ~~buy~~on ~~businesses~~our orbusiness, ~~assets~~including ~~with~~our aability ~~view~~ to ~~resale~~negotiate orand ~~profit from~~complete ~~their~~the ~~resale.~~Proposed WeBusiness doCombination ~~not plan to buy unrelated businesses~~ or ~~assets~~another orInitial toBusiness ~~be a passive investor~~Combination.

~~We do~~Moreover, ~~not~~because ~~believe~~these ~~that~~laws, regulations ~~our~~and ~~principal~~standards ~~activities~~are ~~will~~ subject us to ~~the~~varying ~~Investment Company Act. To this end~~interpretations, ~~the~~their ~~Company~~application ~~was~~in ~~formed~~practice ~~for~~may ~~the purpose~~evolve ofover ~~completing~~time ~~an Initial Business Combination, such~~ as ~~the~~new ~~Proposed~~guidance ~~Business Combination, with one or more businesses, such as~~becomes ~~iRocket~~available. ~~Since~~For ~~our inception~~example, ~~our business has been and will continue to be focused~~ on ~~identifying~~January ~~and completing an Initial Business Combination~~24, ~~such as the Proposed Business Combination~~2024, ~~and thereafter, operating~~ the ~~post-transaction~~SEC ~~business~~issued orfinal ~~assets~~rules ~~for~~and ~~the~~guidance ~~long term.~~relating ~~Further, we do not plan~~ to ~~buy~~special ~~businesses~~purpose oracquisition ~~assets with a view to resale or profit from their resale and we do not plan to buy~~companies, ~~unrelated~~like ~~businesses~~us, orregarding, ~~assets~~among orother ~~to be a passive investor. In addition~~things, ~~the~~disclosure ~~proceeds held~~ in ~~the~~SEC ~~Trust~~filings ~~Account were invested~~ in ~~United States~~connection ~~“government~~with ~~securities”~~initial ~~within~~business ~~the~~combination ~~meaning~~transactions; ~~of Section 2(a)(16) of~~ the ~~Investment Company Act having a maturity of~~financial ~~185~~statement ~~days~~requirements orapplicable ~~less~~to ortransactions ininvolving ~~money~~shell ~~market~~companies; ~~funds meeting certain conditions under Rule 2a-7 promulgated under~~ the ~~Investment~~use ~~Company~~of ~~Act~~projections ~~which invest only~~ in ~~direct~~SEC ~~U.S.~~filings ~~government~~in ~~treasury~~connection ~~obligations until on or around the 24-month anniversary of the effective date of our Initial~~with ~~Public~~proposed ~~Offering~~business ~~registration~~combination ~~statement,~~transactions; ~~when,~~and ~~to mitigate~~ the potential ~~risk~~liability ~~that~~of wecertain ~~might~~participants bein ~~deemed~~proposed tobusiness becombination ~~an investment company for~~transactions. ~~purposes~~This ofevolution ~~the~~may ~~Investment~~result ~~Company~~in ~~Act,~~continuing ~~the~~uncertainty ~~trustee~~regarding ~~liquidated~~compliance ~~such~~matters ~~investments~~ and ~~moved~~additional ~~the~~costs ~~proceeds~~necessitated toby anongoing ~~interest-bearing demand~~revisions ~~deposit account. Pursuant~~ to ~~the~~our ~~investment~~disclosure ~~management trust agreement, dated as of March 16, 2021, by~~ and ~~between~~governance ~~the~~practices. ~~Company~~A ~~and~~failure ~~Continental Stock Transfer & Trust Company, as trustee, the trustee is not permitted~~ to ~~invest~~comply inwith ~~other~~applicable ~~securities~~laws or ~~assets.~~regulations ~~By restricting the investment of the proceeds in this manner,~~ and byany ~~focusing~~subsequent ~~our directors’ and officers’ time toward~~changes, ~~and~~as ~~operating our~~interpreted ~~business~~and ~~for the purpose of~~applied, ~~acquiring~~could ~~and~~have ~~growing businesses for the long term (rather than buying and selling businesses in the manner of~~ a ~~merchant~~material ~~bank~~adverse oreffect ~~private equity fund or investing in assets for the purpose of achieving investment returns~~ on ~~such assets), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. Further, investing in~~ our ~~securities is not intended for persons who are seeking a return on investments in government securities or Investment Securities. Instead~~business, ~~the~~including Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the Proposed Business Combination or another Initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our ~~Charter~~ability ~~(A)~~ to ~~modify~~negotiate ~~the~~and ~~substance~~complete ~~or timing of our obligation to allow redemption in connection with~~ the Proposed Business ~~Combination or another Initial Business Combination or to redeem 100% of our Public Shares if we do not complete~~ ~~the Proposed Business~~ Combination or another Initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business Combination activity; or (iii) absent an Initial Business Combination, ~~including~~and ~~the~~results ~~Proposed Business Combination, within the completion window, our return~~ of ~~the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares~~operations. ~~If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.~~

37Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their Public Shares.

~~Table~~If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of ~~Contents~~business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our Company to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure investors that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine and imprisonment for five years in the Cayman Islands.

Further, under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above (U.S. government securities or money market funds registered under the Investment Company Act), such assets, other than cash, are “securities” for purposes of the Investment Company Act and, therefore, nevertheless, there is a risk that we could be deemed an unregistered investment company and subject to the Investment Company Act at any time.27

InTable ~~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 an unregistered investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. Unless we are able to modify our activities so that we would not be deemed an investment company, we would either register as an investment company or wind down and abandon our efforts to complete the Proposed Business Combination or another Initial Business Combination and instead liquidate the Company. As a result, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders and would be unable to realize the potential benefits of the Proposed Business Combination or another Initial Business Combination, including the possible appreciation of the combined company’s securities, and our Warrants would expire worthless. For illustrative purposes, in connection with the liquidation of our Trust Account, our Public Shareholders may receive only approximately $11.95 per Public Share, which is based on estimates as of October 31, 2025, or less in certain circumstances, and our Warrants would expire worthless.Contents

~~To mitigate~~We ~~the~~may ~~risk~~not ~~that~~hold weanother ~~might~~annual bemeeting ~~deemed to be an investment company for purposes of the Company Act, we have, on~~ (or ~~around the 24-month~~ ~~anniversary~~extraordinary ofgeneral ~~the~~meeting ~~effective~~in ~~date~~lieu of ~~our~~annual ~~Initial~~meeting) ~~Public~~of ~~Offering~~shareholders ~~registration statement, instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account~~ until ~~the earlier~~after of the consummation of ~~an Initial Business Combination (including~~ the Proposed Business Combination) or ~~our~~another ~~liquidation.~~Initial AsBusiness ~~a result~~Combination, ~~following the liquidation of investments in the Trust Account, we expect to receive minimal interest, if any, on the funds held in the Trust Account,~~ which ~~would~~could ~~reduce~~delay the ~~dollar~~opportunity ~~amount~~for our ~~Public~~shareholders ~~Shareholders~~to ~~would~~elect ~~receive upon any redemption or liquidation of the Company~~directors.

~~The funds~~In inaccordance with the ~~Trust~~NYSE corporate ~~Account~~governance ~~were~~requirements, ~~after~~we ~~our~~were ~~Initial~~required ~~Public~~to ~~Offering,~~hold ~~held~~an ~~only~~annual inmeeting ~~U.S.~~no ~~government~~later ~~treasury~~than ~~obligations~~one ~~with~~year aafter ~~maturity of~~our ~~185~~first ~~days~~fiscal oryear ~~less~~end orfollowing our inlisting ~~money~~on ~~market~~the ~~funds investing solely in U~~NYSE.S. ~~government~~There ~~treasury~~is ~~obligations~~no ~~and~~requirement ~~meeting certain conditions~~ under ~~Rule 2a-7 under~~ the ~~Investment~~Companies ~~Company~~ Act, infor anthe ~~interest-bearing~~Company ~~demand~~to ~~deposit~~hold ~~account~~annual or asshareholder ~~cash.~~meetings Toto ~~mitigate~~elect directors ~~the~~and, ~~risk~~following ofour ~~us being~~delisting ~~deemed~~from toNYSE, bewe anare ~~unregistered~~no ~~investment~~longer ~~company~~subject ~~(including~~to ~~under~~any ~~the~~NYSE ~~subjective~~requirement ~~test~~to ofhold ~~Section~~an ~~3(a)(1)(A)~~annual ofor ~~the~~shareholder ~~Investment Company~~meeting ~~Act)~~each ~~and~~year. ~~thus~~For ~~subject~~a tomore ~~regulation~~detailed ~~under~~discussion ~~the~~of ~~Investment~~our ~~Company Act~~delisting, wesee ~~have,~~“—The onCompany’s orsecurities ~~around~~have tobeen delisted from the ~~24-month~~NYSE. ~~anniversary~~As of the ~~effective~~ date of ~~our~~this ~~Initial~~Annual ~~Public Offering registration statement~~Report, ~~instructed~~the ~~Continental~~Company’s ~~Stock~~securities ~~Transfer~~are &not ~~Trust~~quoted ~~Company,~~on an over-the-counter ~~trustee~~market. ~~with~~The Company ~~respect~~and toits ~~the~~shareholders ~~Trust~~face ~~Account~~significant, tomaterial ~~liquidate~~adverse ~~the~~consequences ~~U.S.~~as ~~government~~a ~~treasury~~result ~~obligations~~of orthe ~~money~~Company’s ~~market~~continued ~~funds~~delisting.” The ~~held~~Company inmay ~~the~~not ~~Trust~~hold ~~Account~~another ~~and thereafter~~annual tomeeting ~~hold~~of ~~all~~shareholders ~~funds~~to inelect ~~the~~new ~~Trust~~directors ~~Account~~prior into anthe ~~interest~~consummation ~~bearing~~of ~~demand~~the ~~deposit~~Proposed ~~account~~Business Combination ator aanother ~~bank~~Initial ~~until~~Business ~~the~~Combination. ~~earlier~~Prior ofto the ~~consummation~~ completion of the Proposed Business Combination or another Initial Business Combination, orany vacancy on the ~~liquidation~~board of ~~the~~directors ~~Company.~~may ~~Following~~be ~~such~~filled ~~liquidation, we~~by ~~expect~~a tonominee ~~receive~~chosen ~~minimal~~by ~~interest,~~holders ifof ~~any~~a majority of our Founder Shares. In addition, onprior to the ~~funds~~completion ~~held~~of in the ~~Trust~~Proposed ~~Account.~~Business ~~However,~~Combination ~~interest~~or ~~previously~~another ~~earned~~Initial onBusiness ~~the~~Combination, ~~funds held~~holders inof ~~the~~a ~~Trust~~majority of ~~Account~~our ~~still~~Founder Shares may beremove ~~released~~a tomember usof tothe ~~pay~~board ~~our~~of ~~taxes,~~directors iffor any, ~~and~~reason. ~~certain~~Until ~~other~~we ~~expenses~~hold asanother ~~permitted.~~annual Asmeeting aof ~~result~~shareholders, ~~our~~Public ~~decision~~Shareholders tomay ~~liquidate~~not ~~the~~be ~~investments~~afforded ~~held~~another inopportunity ~~the~~to ~~Trust~~elect ~~Account~~directors and ~~thereafter~~ to ~~hold~~discuss ~~all~~Company ~~funds~~affairs inwith ~~the~~management. ~~Trust~~Our ~~Account~~board of indirectors anis ~~interest-bearing demand~~divided ~~deposit~~into atthree aclasses ~~bank~~with isonly ~~expected~~one toclass ~~reduce~~of ~~the~~directors ~~dollar~~being ~~amount~~elected ~~our~~in ~~Public~~each ~~Shareholders~~year ~~would~~and ~~receive~~each ~~upon~~class ~~any~~(except ~~redemption~~for ~~or liquidation~~those directors appointed prior to our first annual general meeting of ~~the~~shareholders) ~~Company~~serving a three-year term.

~~Changes to~~If ~~laws~~we ordo ~~regulations~~not orcomplete inthe ~~how~~Proposed ~~such~~Business Combination ~~laws~~with oriRocket, ~~regulations~~when ~~are~~we ~~interpreted~~look orfor ~~applied,~~an oralternate abusiness ~~failure~~combination totarget, ~~comply~~we ~~with~~will ~~any~~not ~~laws,~~be ~~regulations, interpretations~~limited orto ~~applications,~~evaluating ~~may~~a ~~adversely~~target ~~affect~~business in ~~our~~a ~~business~~particular industry sector, ~~including~~investors ~~our~~will ~~ability~~be unable to ~~negotiate~~ascertain ~~and~~the ~~complete~~merits ~~the~~or ~~Proposed~~risks ~~Business Combination~~of orany ~~another~~particular ~~Initial~~target ~~Business~~business’s ~~Combination~~operations.

We may pursue business combination opportunities in any sector, except that we are ~~subject~~not, under our Charter, permitted to ~~the~~effectuate ~~laws~~our ~~and~~Initial ~~regulations,~~Business ~~and~~Combination ~~interpretations~~solely with ~~and~~another ~~applications~~blank ofcheck ~~such~~company ~~laws~~or ~~and~~similar ~~regulations,~~company ofwith ~~national,~~nominal ~~regional,~~operations. ~~state~~We intend to complete the Proposed Business Combination with iRocket, and ~~local~~accordingly ~~governments~~may be affected by numerous risks inherent in iRocket’s business operations and, ~~potentially~~industry, ~~non-U.S.~~which ~~jurisdictions.~~will Inbe described ~~particular,~~in wedetail ~~are~~in ~~required~~the registration statement on Form S-4 to ~~comply~~be ~~with~~filed ~~certain~~by ~~SEC~~Holdco ~~and~~in ~~potentially other~~connection ~~legal~~with ~~and~~the ~~regulatory~~Proposed ~~requirements,~~Business ~~and~~Combination. If ~~our~~we ~~consummation~~do ofnot complete the Proposed Business Combination orwith iRocket, but complete another Initial Business Combination , we may be ~~contingent~~affected by ~~upon~~numerous ~~our~~risks ~~ability~~inherent toin ~~comply~~the business operations with ~~certain~~which ~~laws,~~we ~~regulations~~combine. For example, ~~interpretations~~if ~~and~~we ~~applications~~combine ~~and~~with ~~Holdco~~a orfinancially ~~any~~unstable ~~other post-~~business or ~~combination~~an ~~company~~entity lacking an established record of sales or earnings, we may be ~~subject~~affected toby ~~additional~~the ~~laws,~~risks ~~regulations,~~inherent ~~interpretations~~in the business and ~~applications~~operations of a financially unstable or a development stage entity. ~~Compliance~~Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, and have done so in connection with the Proposed Business Combination, we cannot assure investors that ~~and~~we ~~monitoring~~will properly ascertain or assess all of, the ~~foregoing~~significant ~~may~~risk befactors ~~difficult,~~or that we will have adequate time ~~consuming~~to ~~and~~complete ~~costly~~due diligence. Furthermore, ~~Those~~some ~~laws~~of ~~and~~these ~~regulations~~risks ~~and~~may ~~their~~be ~~interpretation~~outside of our control and ~~application~~ ~~may~~leave ~~also~~us ~~change~~with ~~from~~no ~~time~~ability to ~~time,~~control ~~and~~or reduce the chances that those risks ~~changes~~will ~~could~~adversely ~~have~~impact a ~~material~~target ~~adverse~~business. ~~effect~~We onalso cannot assure investors that an investment in our ~~business~~Units will ultimately prove to be more favorable to investors than a direct investment, ~~including~~if ~~our~~such opportunity were available, in iRocket or another business combination ~~ability~~target. Accordingly, any holders who choose to ~~negotiate~~retain ~~and~~their ~~complete~~securities following the Proposed Business Combination or another 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.

38We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

~~Table~~We have and will continue to consider Initial Business Combinations outside of ~~Contents~~our management’s area of expertise if an Initial Business Combination target is presented to us and we determine 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, and it has endeavored to do so in connection with the Proposed Business Combination, we cannot assure investors that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure investors that an investment in our Units will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in iRocket or another 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, and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the Proposed Business Combination or another 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.

~~Moreover, because~~Although ~~these~~we ~~laws,~~have ~~regulations~~identified ~~and~~general ~~standards are subject to varying interpretations, their application in practice may evolve over time~~criteria ~~as new guidance becomes available. For example, on January 24, 2024, the SEC issued final rules~~ and ~~guidance~~guidelines ~~relating~~that towe ~~special~~believe ~~purpose acquisition~~are ~~companies,~~important ~~like~~in ~~us,~~evaluating ~~regarding,~~prospective ~~among~~target ~~other things~~businesses, ~~disclosure~~we inmay ~~SEC~~enter ~~filings~~into inour ~~connection~~Initial ~~with~~Business ~~initial business combination~~Combination ~~transactions; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection~~ with ~~proposed~~a ~~business~~target ~~combination~~that ~~transactions;~~does ~~and~~not ~~the~~meet ~~potential~~such ~~liability~~criteria ~~of certain participants in proposed business combination transactions. This evolution may result in continuing uncertainty regarding compliance matters~~ and ~~additional~~guidelines, ~~costs necessitated by ongoing revisions to our disclosure~~ and ~~governance practices. A failure to comply with applicable laws or regulations and any subsequent changes,~~ as ~~interpreted~~a ~~and applied~~result, ~~could~~the ~~have~~target abusiness ~~material~~with ~~adverse~~which ~~effect~~we onenter ~~our~~into ~~business, including~~ our ~~ability to~~Initial ~~negotiate~~Business ~~and~~Combination ~~complete~~may ~~the~~not ~~Proposed~~have ~~Business~~attributes ~~Combination~~entirely orconsistent ~~another~~with ~~Initial~~our ~~Business~~general ~~Combination,~~criteria and ~~results of operations~~guidelines.

~~Our~~Although we have identified ~~shareholders~~general criteria and guidelines for evaluating prospective target businesses, it is possible that iRocket or another target business with which we enter into our Initial Business Combination will not have all of these positive attributes. If we complete our Initial Business Combination with a target that does not meet some or all of these guidelines, such combination may not be ~~held~~as ~~liable~~successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective Initial Business Combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for ~~claims~~us byto ~~third~~meet ~~parties~~any ~~against~~closing condition with a target business that requires us to ~~the~~have ~~extent~~a minimum net worth or a certain amount of ~~distributions~~cash. ~~received~~In addition, if shareholder approval of the transaction is required by ~~them~~applicable ~~upon~~law ~~redemption~~or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of ~~their~~our Initial Business Combination if the target business does not meet our general criteria and guidelines. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public ~~Shares~~Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our Company to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure investors that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine and imprisonment for five years in the Cayman Islands.28

~~We may~~Table ~~not hold another annual meeting (or extraordinary general meeting in lieu~~ of annual meeting) of shareholders until after the consummation of the Proposed Business Combination or another Initial Business Combination, which could delay the opportunity for our shareholders to elect directors.Contents

~~In accordance~~We ~~with~~are ~~the~~not ~~NYSE corporate governance requirements, we were~~ required to ~~hold~~obtain an ~~annual meeting no later than one year after our~~opinion ~~first~~from ~~fiscal~~an ~~year~~independent ~~end~~accounting ~~following our listing on the NYSE. There is no requirement under the Companies Act for the Company to hold annual~~ or ~~shareholder~~investment ~~meetings~~banking tofirm, ~~elect directors~~ and, ~~following our delisting from NYSE~~consequently, weinvestors ~~are~~may ~~no longer subject to any NYSE requirement to hold an annual or shareholder meeting each year. For a more detailed discussion of our delisting, see “—The Company’s securities~~ have ~~been~~no ~~delisted~~assurance from ~~the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on~~ an ~~over-the-counter~~ ~~market.~~independent ~~The Company and its shareholders face significant, material adverse consequences as a result of the Company’s~~source ~~continued~~that ~~delisting.” The Company may not hold another annual meeting of shareholders to elect new directors prior to~~ the ~~consummation of~~price ~~the~~we ~~Proposed~~are ~~Business~~paying ~~Combination~~for ~~or another Initial Business Combination. Prior to~~ the ~~completion~~business ofis ~~the~~fair Proposed Business Combination or another Initial Business Combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our Founder Shares. In addition, prior to ~~the completion of the Proposed Business Combination or another Initial Business Combination, holders of a majority of~~ our ~~Founder~~shareholders ~~Shares~~from ~~may remove~~ a ~~member~~financial ofpoint ~~the board~~ of ~~directors for any reason~~view. Until we hold another annual meeting of shareholders, Public Shareholders may not be afforded another 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 general meeting of shareholders) serving a three-year term.

If Unless we ~~do not~~ complete ~~the~~our ~~Proposed~~ Initial Business Combination with ~~iRocket,~~an ~~when~~affiliated entity, we ~~look~~are ~~for~~not required to obtain an ~~alternate~~opinion ~~business~~from ~~combination~~an ~~target,~~independent weinvestment ~~will~~banking firm or ~~not~~another beindependent ~~limited~~entity that commonly renders valuation opinions that the price we are paying is fair to ~~evaluating~~our shareholders from a ~~target~~financial point ~~business~~of view. No such opinion was required or obtained in aconnection ~~particular~~with ~~industry~~the ~~sector~~Proposed Business Combination. If no opinion is obtained, our ~~investors~~shareholders will be ~~unable~~relying toon ~~ascertain~~the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the ~~merits~~financial community. Such standards used will be disclosed in our proxy solicitation or ~~risks~~tender offer materials, as applicable, ofrelated ~~any~~to ~~particular~~our ~~target~~Initial ~~business’s~~Business ~~operations~~Combination, including the Proposed Business Combination.

~~We may~~Resources ~~pursue~~have ~~business~~been ~~combination~~and ~~opportunities~~could incontinue ~~any sector, except that we are not, under our Charter, permitted~~ to ~~effectuate our Initial~~ ~~Business~~be ~~Combination~~expended ~~solely~~in ~~with~~researching ~~another~~and ~~blank~~pursuing ~~check~~potential ~~company~~Initial orBusiness ~~similar~~Combinations ~~company~~(including ~~with nominal operations. We intend to complete~~ the Proposed Business Combination) ~~with~~that ~~iRocket~~are not completed, ~~and~~such ~~accordingly~~as ~~may~~the beTerminated ~~affected~~Business ~~by numerous risks inherent in iRocket’s business operations and industry~~Combination, which ~~will~~could bematerially ~~described~~adversely inaffect ~~detail~~subsequent inattempts ~~the registration statement on Form S-4~~ to belocate ~~filed~~and acquire byor ~~Holdco~~merge ~~in connection~~ with ~~the Proposed~~another ~~Business Combination~~business. If we dohave not ~~complete~~consummated the Proposed Business Combination ~~with~~or ~~iRocket, but complete~~ another Initial Business Combination, within ~~we may be affected by numerous risks inherent in~~ the ~~business~~required ~~operations~~time ~~with which we combine. For example~~period, ifour wePublic ~~combine with~~Shareholders ~~a financially unstable business or an entity lacking an established record of sales or earnings, we~~ may bereceive ~~affected~~only byapproximately ~~the risks inherent in the business and operations of a financially unstable or a development stage entity~~$10.00 ~~Although~~per ~~our~~Public ~~officers and directors will endeavor to evaluate the risks inherent in a particular target business~~Share, ~~and~~or ~~have~~less ~~done so~~ in ~~connection~~certain ~~with the Proposed Business Combination~~circumstances, on ~~we cannot assure investors that we will properly ascertain or assess all of~~ the ~~significant~~liquidation ~~risk factors or that we will have adequate time to complete due diligence. Furthermore, some~~ of ~~these risks may be outside of~~ our ~~control~~Trust Account and ~~leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure investors that an investment in~~ our ~~Units~~Warrants will ~~ultimately~~expire ~~prove to be more favorable to investors than a direct investment, if such opportunity were available, in iRocket or another business combination target~~worthless. Accordingly, any holders who choose to retain their securities following the Proposed Business Combination or another 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.

39The investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments requires substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a potential Initial Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, as with the Terminated Business Combination, even if we reach an agreement relating to a specific target business we may fail to complete our Initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated the Proposed Business Combination or another 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 and our Warrants will expire worthless.

~~Table~~We may only be able to complete one Initial Business Combination with the proceeds of ~~Contents~~the Initial Public Offering and the sale of the Private Placement Warrants, as reduced by the redemptions in connection with the Extensions, 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.

WeThe net proceeds from the ~~may~~Initial ~~seek~~Public ~~acquisition~~Offering ~~opportunities~~and inthe ~~industries~~sale orof ~~sectors~~the ~~which~~Private ~~may~~Placement orWarrants ~~may~~provided ~~not~~us bewith ~~outside~~approximately of$333 million to complete our ~~management’s~~Initial Business ~~area~~Combination and pay related fees and expenses. Following the redemptions in connection with the Extensions, as of ~~expertise~~March 30, 2026, we had a remaining balance in cash held in trust of approximately $1.3 million.

~~We have~~Although ~~and~~the ~~will~~Merger ~~continue~~Agreement contemplated tothe ~~consider~~Proposed ~~Initial~~ Business ~~Combinations~~Combination ~~outside~~with ofa ~~our~~single ~~management’s~~target ~~area~~business, ofiRocket, ~~expertise~~ if anwe ~~Initial~~do ~~Business Combination~~not ~~target~~complete isthe ~~presented~~Proposed toBusiness ~~us and~~ Combination, we ~~determine~~may ~~that~~effectuate ~~such~~our ~~candidate~~Initial ~~offers~~Business anCombination ~~attractive~~with ~~acquisition~~a ~~opportunity~~single-target ~~for~~business ~~our~~or ~~Company. Although~~multiple-target ~~our~~businesses ~~management~~simultaneously ~~will~~or ~~endeavor~~within a toshort ~~evaluate~~period ~~the~~of ~~risks~~time. ~~inherent~~However, inwe ~~any~~may ~~particular~~not ~~business~~be ~~combination~~able ~~target, and it has endeavored~~ to doeffectuate soour inInitial ~~connection with the Proposed~~ Business Combination, wewith ~~cannot~~more ~~assure~~than ~~investors~~one ~~that~~target ~~we will adequately ascertain or assess~~business ~~all~~because of ~~the~~various ~~significant risk~~ factors., Weincluding ~~also~~the ~~cannot~~existence ~~assure~~of ~~investors~~complex ~~that~~accounting anissues ~~investment~~and inthe ~~our~~requirement ~~Units~~that ~~will~~we ~~not~~prepare ~~ultimately~~and ~~prove~~file topro beforma ~~less~~financial ~~favorable~~statements towith ~~investors~~the ~~than~~SEC athat ~~direct~~present ~~investment,~~operating ifresults anand ~~opportunity~~the ~~were~~financial ~~available,~~condition inof ~~iRocket~~several ortarget ~~another~~businesses ~~business~~as ~~combination~~if ~~target.~~they had Inbeen ~~the~~operated ~~event~~on wea ~~elect~~combined tobasis. ~~pursue~~By ancompleting ~~acquisition~~the ~~outside~~Proposed ofBusiness ~~the~~Combination ~~areas~~or ofanother ~~our~~Initial ~~management’s~~Business ~~expertise,~~Combination ~~our~~with ~~management’s~~only ~~expertise~~iRocket ~~may~~or ~~not~~another besingle ~~directly applicable to its evaluation or operation~~entity, ~~and~~our ~~the~~lack ~~information contained in this Annual Report regarding the areas~~ of ~~our~~diversification ~~management’s~~may ~~expertise~~subject ~~would~~us ~~not be relevant~~ to annumerous ~~understanding~~economic, ofcompetitive ~~the~~and ~~business~~regulatory ~~that we elect to acquire~~developments. ~~As a result~~Further, ~~our~~we ~~management~~would ~~may~~ not be able to ~~adequately~~diversify ~~ascertain~~our operations or ~~assess~~benefit ~~all~~from of the ~~significant~~possible ~~risk~~spreading ~~factors.~~of ~~Accordingly,~~risks ~~any~~or ~~holders~~offsetting ~~who~~of ~~choose to~~losses, ~~retain~~unlike ~~their~~other entities ~~securities~~which ~~following~~may have the ~~Proposed~~resources ~~Business~~to ~~Combination~~complete orseveral ~~another~~business ~~Initial~~combinations ~~Business~~in ~~Combination~~different ~~could~~industries ~~suffer~~or adifferent ~~reduction in~~areas ~~the value~~ of ~~their~~a ~~securities~~single industry. ~~Such~~Accordingly, ~~holders~~the ~~are~~prospects ~~unlikely to have a remedy~~ for ~~such~~our ~~reduction~~success inmay ~~value.~~be:

~~Although we~~● ~~have~~solely ~~identified~~dependent ~~general~~upon ~~criteria~~the ~~and~~performance ~~guidelines~~of ~~that we believe are important in evaluating prospective target businesses, we may enter into our Initial Business Combination with~~ a ~~target~~single ~~that does not meet such criteria and guidelines~~business, ~~and~~property asor aasset; ~~result, the target business with which we enter into our Initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines.~~or

~~Although we~~● ~~have~~dependent ~~identified~~upon ~~general~~the ~~criteria~~development ~~and guidelines for evaluating prospective target businesses, it is possible that iRocket~~ or ~~another target~~market ~~business~~acceptance ~~with which we enter into our Initial Business Combination will not have all~~ of ~~these positive attributes. If we complete our Initial Business Combination with~~ a ~~target~~single ~~that does not meet some~~ or ~~all~~limited of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective Initial Business Combination with a target that does not meet our general criteria and guidelines, a greater number of ~~shareholders may exercise their redemption rights~~products, ~~which~~processes ~~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~~services. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our Initial Business Combination if the target business does not meet our general criteria and guidelines. If we have not consummated the Proposed Business Combination or another 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 and our Warrants will expire worthless.

WeThis lack of diversification ~~are~~may ~~not~~subject ~~required~~us to ~~obtain~~numerous aneconomic, ~~opinion~~competitive ~~from~~and anregulatory ~~independent~~risks, ~~accounting~~any or ~~investment~~all ~~banking~~of ~~firm,~~which ~~and consequently, investors~~ may have no ~~assurance~~a ~~from~~substantial anadverse ~~independent~~impact ~~source that~~ upon the ~~price~~particular weindustry ~~are~~in ~~paying~~which ~~for~~we ~~the~~may ~~business~~operate issubsequent ~~fair~~ to ~~our~~the ~~shareholders~~Proposed ~~from~~Business aCombination ~~financial~~or ~~point of~~other ~~view~~Initial Business Combination.

~~Unless we~~If ~~complete our Initial Business Combination with an affiliated entity,~~ we ~~are~~do not ~~required~~complete tothe ~~obtain~~Proposed ~~an opinion from an independent~~Business ~~investment~~Combination, ~~banking firm or another independent entity that commonly renders valuation opinions that the price~~ we ~~are~~may ~~paying~~attempt ~~is fair~~ to ~~our~~ ~~shareholders~~simultaneously ~~from~~complete abusiness ~~financial~~combinations ~~point of view. No such opinion was required or obtained in connection~~ with ~~the~~multiple ~~Proposed~~prospective ~~Business Combination. If no opinion is obtained~~targets, ~~our~~which ~~shareholders~~may ~~will~~hinder ~~be relying on the judgment of~~ our ~~board of directors, who will determine fair market~~ability ~~value~~to ~~based~~complete onour ~~standards~~Initial ~~generally~~Business ~~accepted~~Combination byand ~~the~~give ~~financial~~rise ~~community.~~to ~~Such~~increased ~~standards~~costs ~~used~~and ~~will~~risks bethat ~~disclosed~~could innegatively ~~our~~impact ~~proxy solicitation or tender offer materials, as applicable, related to~~ our ~~Initial~~operations ~~Business Combination, including the Proposed Business Combination~~and profitability.

40If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our Initial Business Combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

~~Table of Contents~~29

~~Resources have~~Table been and could continue to be expended in researching and pursuing potential Initial Business Combinations (including the Proposed Business Combination) that are not completed, such as the Terminated Business Combination, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated the Proposed Business Combination or another 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 and our Warrants will expire worthless.~~Contents

~~The investigation~~We ofare ~~each~~attempting ~~specific~~to ~~target~~complete ~~business and~~ the ~~negotiation,~~Proposed Business ~~drafting~~Combination ~~and~~with ~~execution of relevant agreements~~iRocket, ~~disclosure~~a ~~documents and~~private ~~other instruments requires substantial management time and attention and substantial costs for accountants~~company, ~~attorneys~~ and ~~others. If~~if we ~~decide~~do not to complete ~~a potential Initial Business Combination,~~ the ~~costs~~Proposed ~~incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, as with the Terminated~~ Business Combination, ~~even if~~ we ~~reach an agreement relating to a specific target business we~~ may ~~fail~~attempt to complete our Initial Business Combination ~~for~~with ~~any~~a ~~number~~private ofcompany ~~reasons~~about ~~including~~which ~~those~~little ~~beyond our~~information ~~control.~~is ~~Any~~available, ~~such~~which ~~event~~may ~~will~~ result in aan ~~loss~~Initial ~~to us of the related costs incurred which could materially adversely affect subsequent~~Business ~~attempts~~Combination towith ~~locate~~iRocket ~~and acquire~~ or ~~merge with~~ another ~~business.~~company Ifthat weis ~~have~~ not ~~consummated~~as ~~the~~profitable ~~Proposed~~as ~~Business~~we ~~Combination or another Initial Business Combination within the required time period~~believed, ~~our~~if ~~Public~~at ~~Shareholders may receive only approximately $10~~all.~~00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.~~

We ~~may~~ ~~only~~are beattempting ~~able~~ to complete the ~~one~~Proposed ~~Initial~~ Business Combination with ~~the~~iRocket, ~~proceeds~~a ofprivately ~~the~~held ~~Initial~~company. ~~Public~~In ~~Offering~~pursuing ~~and~~our ~~the~~acquisition ~~sale~~strategy, ofif ~~the~~we ~~Private~~do not complete ~~Placement~~the ~~Warrants,~~Proposed asBusiness ~~reduced~~Combination bywe ~~the~~may ~~redemptions~~seek into ~~connection~~effectuate another Initial Business Combination with ~~the~~a ~~Extensions~~different privately held company. Very little public information generally exists about private companies, ~~which~~and ~~will~~we ~~cause~~could usbe required to bemake ~~solely~~our ~~dependent~~decision on awhether to pursue ~~single~~a ~~business~~potential Initial Business Combination on the basis of limited information, which may ~~have~~result ain ~~limited~~an ~~number~~Initial ofBusiness ~~products~~Combination with iRocket or ~~services.~~another ~~This~~company ~~lack~~that ofis ~~diversification~~not ~~may~~as ~~negatively~~profitable ~~impact~~as ~~our~~we ~~operations and~~believed, ~~profitability~~if at all.

~~The~~Our ~~net~~management ~~proceeds~~will ~~from~~not ~~the~~maintain control ~~Initial~~of ~~Public~~iRocket ~~Offering~~after ~~and~~ the ~~sale~~Proposed ofBusiness ~~the~~Combination, ~~Private~~and ~~Placement~~if ~~Warrants~~we ~~provided~~do usnot ~~with~~complete ~~approximately~~the ~~$333~~Proposed ~~million~~Business toCombination, ~~complete~~may ~~our~~not ~~Initial Business~~be ~~Combination~~able ~~and~~to ~~pay~~maintain control ~~related~~of ~~fees~~another ~~and~~target ~~expenses.~~business ~~Following~~after ~~the~~another ~~redemptions~~Initial inBusiness ~~connection~~Combination. ~~with~~Upon the ~~Extensions,~~loss asof control of ~~October~~a 31target business, new management ~~2025,~~may wenot ~~had~~possess athe ~~remaining~~skills, ~~balance~~qualifications inor ~~cash~~abilities ~~held~~necessary into ~~trust~~profitably ofoperate ~~approximately~~such $1business.~~86 million.~~

Although ~~the~~ ~~Merger Agreement contemplated~~ the Proposed Business Combination ~~with~~is astructured ~~single~~so ~~target~~that ~~business~~the post-transaction company, ~~iRocket~~Holdco, ifin wewhich doour ~~not~~Public ~~complete~~Shareholders ~~the~~will own shares, will own 100% ~~Proposed~~of ~~Business~~the ~~Combination~~equity interests of iRocket, we may ~~effectuate~~structure ~~our~~another Initial Business Combination ~~with~~so athat ~~single~~the post-~~target~~transaction ~~business~~company orin ~~multiple-target businesses~~which ~~simultaneously~~our orPublic ~~within~~Shareholders aown ~~short~~shares ~~period~~will own less than 100% of ~~time.~~the ~~However,~~equity weinterests ~~may~~or ~~not~~assets beof ~~able~~a totarget ~~effectuate~~business, ~~our~~but we will only complete such other Initial Business Combination ~~with~~if the post-transaction company owns or acquires 50% or more of the outstanding voting securities ~~than~~of ~~one~~the target ~~business~~or ~~because~~otherwise ofacquires ~~various~~a ~~factors,~~controlling ~~including~~interest in the ~~existence~~target ofsufficient ~~complex~~for ~~accounting~~us ~~issues~~not ~~and~~to ~~the~~be ~~requirement~~required ~~that~~to weregister as an investment ~~prepare~~company ~~and~~under ~~file~~the ~~pro~~Investment ~~forma~~Company ~~financial~~Act. ~~statements~~We ~~with~~will ~~the~~not ~~SEC~~consider any transaction that ~~present~~does ~~operating~~not ~~results~~meet ~~and~~such criteria. Even if the ~~financial~~post-business combination ~~condition~~company owns 50% or more of ~~several~~the voting securities of the target ~~businesses~~, as ifwith ~~they~~the ~~had~~Proposed ~~been~~Business ~~operated~~Combination, onour shareholders prior to our Initial Business Combination will collectively own a ~~combined~~minority ~~basis.~~interest Byin ~~completing~~Holdco, and if we do not complete the Proposed Business Combination orand instead complete another Initial Business Combination, ~~with~~would ~~only~~most ~~iRocket~~likely orcollectively ~~another~~own ~~single~~a ~~entity~~minority interest in the post-business combination company, ~~our~~depending ~~lack~~on ofvaluations ~~diversification~~ascribed ~~may~~to ~~subject~~the target and us toin ~~numerous~~such ~~economic~~other Initial Business Combination. For example, ~~competitive~~we could pursue a transaction in which we issue a substantial number of new Class A Ordinary Shares in exchange for all of ~~and~~the ~~regulatory~~outstanding ~~developments~~capital stock of a target. ~~Further~~In this case, we would ~~not~~acquire bea ~~able~~100% tointerest ~~diversify~~in ~~our~~the ~~operations~~target. orHowever, ~~benefit~~as ~~from~~a ~~the~~result ~~possible~~of ~~spreading~~the issuance of ~~risks or~~a ~~offsetting~~substantial number of ~~losses~~new Class A Ordinary Shares, ~~unlike~~our ~~other~~shareholders ~~entities~~immediately ~~which~~prior ~~may~~to ~~have~~such ~~the~~transaction ~~resources~~could own less than a majority of our outstanding Class A Ordinary Shares subsequent to ~~complete~~such ~~several~~transaction. ~~business~~In ~~combinations~~addition, inother ~~different~~minority ~~industries~~shareholders may subsequently combine ortheir ~~different~~holdings ~~areas~~resulting ofin a single ~~industry.~~person or group obtaining a larger fraction of the Company’s shares than we initially acquired. Accordingly, ~~the~~this ~~prospects~~may ~~for~~make it more likely that our ~~success~~management ~~may~~will not be: able to maintain control of the target business.

●We ~~solely~~do ~~dependent~~not ~~upon~~have ~~the~~a ~~performance~~specified maximum redemption threshold. The absence of such a ~~single~~redemption ~~business,~~threshold ~~property~~may ormake ~~asset;~~it possible for us to complete the Proposed Business Combination or another Initial Business Combination even though almost all of the Public Shares issued in our Initial Public Offering have already been redeemed.

●Our ~~dependent~~Charter ~~upon~~does not currently provide a specified maximum redemption threshold. Although the ~~development~~Proposed Business Combination does not, another Initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or ~~market~~its ~~acceptance~~owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. We may be able to complete an Initial Business Combination even though a ~~single~~substantial majority of the Public Shares issued in our Initial Public Offering have already been redeemed in connection with the Extensions. Similarly, if we seek shareholder approval of an Initial Business Combination, as we intend to do in connection with the Proposed Business Combination, and do not conduct redemptions pursuant to the tender offer rules, we may enter into privately negotiated agreements with Public Shareholders to sell their shares to our Sponsor, officers, directors, advisors or ~~limited~~any ~~number~~of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash requirements pursuant to the terms of ~~products~~our Initial Business Combination exceed the aggregate amount of cash available to us, ~~processes~~and if the minimum cash condition is not waived, we will not complete an Initial Business Combination or ~~services~~redeem any Public Shares, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Initial Business Combination. This risk is magnified because, following redemptions in connection with the Extensions, as of March 30, 2026, we had a balance in cash held in trust of approximately $1.3 million.

~~This lack~~We ~~of diversification~~ may ~~subject~~be usunable to ~~numerous~~obtain ~~economic,~~additional ~~competitive~~financing to ~~and~~complete ~~regulatory~~the ~~risks,~~Proposed ~~any~~Business Combination or ~~all~~another ofInitial ~~which~~Business ~~may~~Combination ~~have~~or ato ~~substantial adverse~~fund ~~impact~~the ~~upon~~operations ~~the~~and ~~particular~~growth ~~industry~~of iniRocket or ~~which~~another wetarget ~~may~~business, ~~operate~~which ~~subsequent~~could compel us to restructure or abandon the Proposed Business Combination or ~~other~~another Initial ~~Business~~ Business Combination.

If Although we dobelieve ~~not~~that the remaining net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, plus the proceeds of loans from our Sponsor, its affiliates or members will be sufficient to allow us to complete the Proposed Business Combination or another Initial Business Combination, we cannot ascertain the capital requirements for any particular transaction. Because of the redemptions in connection with Public Shares, the depletion of the available net proceeds in search of a target business, the size of the Proposed Business Combination or another Initial Business Combination, or the terms of negotiated transactions to purchase shares in connection with the Proposed Business Combination or another Initial Business Combination, we will be required to seek additional financing or to abandon the Proposed Business Combination or another Initial Business Combination. We cannot assure investors that such financing will be available on acceptable terms, if at all. The current economic environment may ~~attempt~~make it difficult for companies to ~~simultaneously~~obtain ~~complete~~acquisition financing. To the extent that additional financing proves to be unavailable for the Proposed Business Combination or such other Initial Business Combination, we would be compelled to either restructure the transaction or abandon the Proposed Business Combination or other Initial Business Combination and seek an alternative target business ~~combinations~~candidate. This risk is magnified because, following redemptions in connection with ~~multiple~~the ~~prospective~~Extensions, as of March 30, 2026, ~~targets~~we had a balance in cash held in trust of approximately $1.3 million. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, ~~which~~our Public Shareholders may ~~hinder~~receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our ~~ability~~Trust Account and our Warrants will expire worthless. In addition, even if we do not need additional financing to complete ~~our~~the Proposed Business Combination or another Initial Business Combination, ~~and~~we will ~~give~~likely ~~rise~~require such financing to ~~increased~~fund ~~costs~~the ~~and~~operations ~~risks~~or ~~that~~growth ~~could~~of iRocket or another target business. The failure to secure additional ~~negatively~~financing ~~impact~~could ~~our~~have ~~operations~~a ~~and~~material ~~profitability~~adverse effect on the continued development or growth of iRocket or such other target business.

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 purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our Initial Business Combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.30

~~We are~~Table ~~attempting~~of to complete the Proposed Business Combination with iRocket, a private company, and if we do not complete the Proposed Business Combination, we may attempt to complete our Initial Business Combination with a private company about which little information is available, which may result in an Initial Business Combination with iRocket or another company that is not as profitable as we believed, if at all.Contents

WeOur Sponsor controls a super-majority interest ~~are~~in ~~attempting~~us toand ~~complete~~thus ~~the~~has ~~Proposed~~control ~~Business~~over ~~Combination~~actions ~~with~~requiring ~~iRocket~~a shareholder vote, apotentially ~~privately~~in ~~held~~a ~~company.~~manner Inthat ~~pursuing~~shareholders ~~our~~may ~~acquisition~~not ~~strategy~~support. Similarly, iffollowing wethe doconsummation ~~not~~of ~~complete~~ the Proposed Business Combination, wethe ~~may~~founder ~~seek~~and toCEO ~~effectuate~~of ~~another~~iRocket ~~Initial~~will ~~Business~~have ~~Combination~~a ~~with~~substantial aeconomic ~~different~~and controlling ~~privately~~voting ~~held~~interest ~~company.~~in ~~Very~~Holdco, ~~little~~and ~~public~~following ~~information~~the ~~generally~~consummation ~~exists~~of ~~about~~another ~~private~~Initial ~~companies~~Business Combination, ~~and~~one weor ~~could~~more beshareholders ~~required~~of tosuch ~~make our~~other ~~decision~~target onmay ~~whether~~have ~~to pursue~~ a ~~potential~~substantial ~~Initial~~interest ~~Business~~in ~~Combination on~~ the ~~basis~~combined ~~of limited information~~company, ~~which~~and may ~~result~~require inus anto ~~Initial Business~~enter ~~Combination~~into ~~with~~agreements ~~iRocket~~ or ~~another~~other ~~company~~arrangements ~~that~~with respect isto ~~not~~board ascomposition ~~profitable~~and asfor wedesignation ~~believed, if at all~~rights.

41Our Sponsor owns, on an as-converted basis, 98.7% of the voting power of our issued and outstanding shares. Accordingly, it controls actions requiring a shareholder vote, potentially in a manner that Public Shareholders may not support, including amendments to our Charter. If our Sponsor purchases any additional Class A Ordinary Shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our Sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. 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 initially elected by our Sponsor, is 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 the Proposed Business Combination or another Initial Business Combination, in which case all of the current directors will continue in office until at least the completion of the Proposed Business Combination or another Initial 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 and to remove directors prior to the Proposed Business Combination or another Initial Business Combination. Accordingly, our Sponsor will continue to exert control at least until the completion of the Proposed Business Combination or another 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. Our Sponsor consented to our entry into the Merger Agreement with iRocket.

~~Table~~Following the Proposed Business Combination, the founder and CEO of ~~Contents~~iRocket will have a significant economic and controlling voting interest in Holdco, and therefore will control matters requiring a stockholder vote, such as the election of directors and amendments to Holdco’s certificate of incorporation. If we do not complete the Proposed Business Combination, following the consummation of another our Initial Business Combination, one or more shareholders of such other the target may have a substantial interest in the combined company, and may require us to enter into agreements or other arrangements with respect to board composition and for designation rights.

~~Our management~~Because ~~will~~we ~~not~~must ~~maintain~~furnish ~~control~~our ofshareholders with ~~iRocket~~target ~~after~~business ~~the~~financial ~~Proposed Business Combination~~statements, ~~and if~~ we domay ~~not~~lose ~~complete~~ the ~~Proposed~~ability ~~Business Combination, may not be able~~ to ~~maintain~~complete ~~control~~an ofotherwise ~~another~~advantageous ~~target business after another~~ Initial Business Combination~~. Upon the loss~~ ofwith ~~control~~some ofprospective a target ~~business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business~~businesses.

~~Although the~~The ~~Proposed~~federal ~~Business~~proxy ~~Combination~~rules ~~is structured so~~ require that ~~the~~a ~~post-transaction~~proxy ~~company,~~statement ~~Holdco,~~with inrespect ~~which~~to ~~our~~a ~~Public~~vote ~~Shareholders~~on ~~will~~an ~~own shares, will own 100% of the equity interests of iRocket, we may structure another~~ Initial Business Combination someeting ~~that~~certain ~~the~~financial ~~post-transaction company~~significance intests ~~which~~include historical ~~our~~and/or ~~Public~~pro ~~Shareholders~~forma ~~own~~financial ~~shares~~statement ~~will~~disclosure ~~own~~in ~~less~~periodic ~~than~~reports. ~~100%~~We ~~of the equity interests or assets of a target business, but we~~ will ~~only~~include ~~complete such other Initial Business Combination if~~ the ~~post-transaction~~same ~~company~~financial ~~owns~~statement ordisclosure in ~~acquires~~connection ~~50%~~with orour ~~more~~tender ofoffer ~~the~~documents, ~~outstanding voting~~whether ~~securities of the target~~ or ~~otherwise acquires a controlling interest in the target sufficient for us~~ not tothey beare required ~~to register as an investment company~~ under the ~~Investment~~tender ~~Company~~offer ~~Act~~rules. WeIn ~~will~~the ~~not~~case ~~consider~~of ~~any transaction that does not meet such criteria. Even~~iRocket, ifthese ~~the~~financial ~~post-business~~statements ~~combination~~are, ~~company~~and ~~owns~~in ~~50% or more of~~ the ~~voting~~case ~~securities~~ of ~~the~~any other target company, asthese ~~with~~financial ~~the~~statements ~~Proposed~~may ~~Business~~be ~~Combination, our~~required ~~shareholders prior~~ to ~~our~~be ~~Initial~~prepared in ~~Business~~accordance ~~Combination~~with, ~~will~~or ~~collectively~~be ~~own~~reconciled ato, ~~minority~~GAAP ~~interest~~or ininternational ~~Holdco,~~financial ~~and~~reporting ifstandards we(“IFRS”) doas ~~not~~issued ~~complete~~by the ~~Proposed~~International ~~Business~~Accounting ~~Combination~~Standards ~~and~~Board ~~instead complete another Initial Business Combination~~(“IASB”), ~~would most likely collectively own a minority interest in the post-business combination company,~~ depending on ~~valuations ascribed to~~ the ~~target~~circumstances and usthe inhistorical ~~such other Initial Business~~financial ~~Combination.~~statements ~~For~~may ~~example,~~be werequired ~~could~~to ~~pursue~~be aaudited ~~transaction~~ in ~~which~~accordance wewith ~~issue~~the astandards ~~substantial number~~ of ~~new Class A Ordinary Shares in exchange for all of~~ the ~~outstanding~~Public ~~capital~~Company ~~stock~~Accounting ofOversight aBoard ~~target~~(United States) (“PCAOB”). InThese ~~this~~financial ~~case,~~statement werequirements ~~would~~may ~~acquire~~limit athe ~~100%~~pool ~~interest~~of inpotential ~~the~~ target. ~~However,~~businesses aswe amay ~~result~~acquire ofbecause ~~the~~some ~~issuance~~targets ofmay abe ~~substantial~~unable ~~number of new Class A Ordinary Shares, our shareholders immediately prior~~ to provide such ~~transaction~~statements ~~could own~~in ~~less~~time ~~than~~for aus ~~majority of our outstanding Class A Ordinary Shares subsequent~~ to disclose such ~~transaction.~~statements Inin ~~addition,~~accordance ~~other~~with ~~minority~~federal ~~shareholders~~proxy ~~may~~rules ~~subsequently~~and ~~combine~~complete ~~their~~the ~~holdings~~Proposed ~~resulting~~Business inCombination ~~a single person~~ or ~~group~~another ~~obtaining~~Initial aBusiness ~~larger~~Combination ~~fraction~~within of the ~~Company’s~~prescribed ~~shares than~~time ~~we initially acquired~~frame. ~~Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.~~

~~We do~~Compliance ~~not~~obligations ~~have~~under athe ~~specified~~Sarbanes-Oxley Act ~~maximum redemption threshold. The absence of such a redemption threshold~~ may make it ~~possible~~more difficult for us to ~~complete~~ effectuate the Proposed Business Combination or another Initial Business Combination, ~~even~~require substantial ~~though~~financial ~~almost~~and ~~all~~management ofresources, ~~the~~and ~~Public~~increase ~~Shares~~the ~~issued~~time inand ~~our~~costs ~~Initial Public~~of ~~Offering~~completing ~~have~~an ~~already~~Initial ~~been~~Business ~~redeemed~~Combination.

~~Our~~Section ~~Charter~~404 ~~does~~of ~~not~~the ~~currently~~Sarbanes-Oxley ~~provide~~Act arequires ~~specified~~that ~~maximum~~we ~~redemption~~evaluate ~~threshold.~~and ~~Although~~report ~~the~~on ~~Proposed~~our ~~Business~~system ~~Combination~~of ~~does~~internal ~~not,~~controls. ~~another~~Only ~~Initial~~in ~~Business~~the ~~Combination may~~event ~~impose~~we aare ~~minimum~~deemed ~~cash requirement for: (i) cash consideration~~ to be ~~paid~~a tolarge ~~the target or its owners, (ii) cash for working capital~~accelerated orfiler ~~other general corporate purposes~~ or ~~(iii)~~an ~~the~~accelerated ~~retention~~filer ofand ~~cash~~no tolonger ~~satisfy~~qualify ~~other~~as ~~conditions. We may be able to complete~~ an ~~Initial Business~~emerging ~~Combination~~growth ~~even though a substantial majority of the Public Shares issued in our Initial Public Offering have already been redeemed in connection with the Extensions. Similarly~~company, ifwill we ~~seek~~not ~~shareholder~~be ~~approval~~required ~~of an Initial Business Combination, as we intend~~ to docomply ~~in connection~~ with the ~~Proposed Business Combination, and do not conduct redemptions pursuant to the tender offer rules, we may enter into~~independent ~~privately~~registered ~~negotiated~~public ~~agreements~~accounting ~~with~~firm ~~Public~~attestation ~~Shareholders~~requirement toon ~~sell their shares to~~ our ~~Sponsor,~~internal ~~officers,~~control ~~directors,~~over ~~advisors~~financial ~~or any of their affiliates~~reporting. InThe ~~the~~fact ~~event~~that ~~the aggregate cash consideration~~ we ~~would be required to pay for all Public Shares that~~ are ~~validly~~a ~~submitted~~special ~~for~~purpose ~~redemption~~acquisition ~~plus~~company ~~any~~makes ~~amount~~compliance ~~required~~with tothe ~~satisfy cash~~ requirements ~~pursuant~~of to the ~~terms~~Sarbanes-Oxley ofAct ~~our~~particularly ~~Initial~~burdensome ~~Business~~on ~~Combination~~us ~~exceed~~as compared ~~the~~to ~~aggregate~~other ~~amount~~public ofcompanies ~~cash~~because ~~available~~a totarget usbusiness, ~~and~~such ifas ~~the~~iRocket, ~~minimum~~with ~~cash~~which ~~condition is not waived,~~ we ~~will~~seek ~~not~~to complete anthe ~~Initial~~Proposed Business ~~Combination~~ Combination or ~~redeem~~another ~~any~~Initial ~~Public~~Business ~~Shares,~~Combination ~~all~~may ~~Public~~not ~~Shares~~be ~~submitted~~in ~~for~~compliance ~~redemption~~with ~~will~~the beprovisions ~~returned~~of to the ~~holders~~Sarbanes-Oxley ~~thereof,~~Act ~~and~~regarding weadequacy ~~instead~~of its ~~may~~internal ~~search~~controls. ~~for~~The andevelopment ~~alternate~~of ~~Initial~~the ~~Business~~internal ~~Combination.~~control ~~This~~of ~~risk~~any issuch ~~magnified~~entity ~~because,~~to ~~following~~achieve ~~redemptions~~compliance ~~in connection~~ with the ~~Extensions,~~ asSarbanes-Oxley ofAct ~~October~~may ~~31,~~increase the ~~2025,~~time weand ~~had~~costs anecessary ~~balance~~to incomplete ~~cash~~any ~~held~~such ~~in trust of approximately $1~~acquisition.~~86 million.~~

~~We may~~If bewe ~~unable~~pursue toa ~~obtain~~target ~~additional~~company ~~financing~~with tooperations or ~~complete~~opportunities ~~the~~outside ~~Proposed~~of ~~Business~~the ~~Combination~~United orStates ~~another~~for our Initial Business Combination, ~~or to~~as ~~fund~~with the ~~operations~~Proposed ~~and~~Business ~~growth~~Combination, ofwe ~~iRocket~~may face oradditional ~~another~~burdens ~~target~~in ~~business~~connection with investigating, ~~which~~agreeing ~~could~~to ~~compel~~and uscompleting tothe ~~restructure~~Proposed Business Combination or ~~abandon~~such other Initial Business Combination, and if we effect the Proposed Business Combination or ~~another~~such other Initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.

~~Although~~In we believe that the remaining net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, plus the proceeds of loans from our Sponsor, its affiliates or members will be sufficient to allow us to complete the Proposed Business Combination or another Initial Business Combination, we cannot ascertain the capital requirements for any particular transaction. Because of the redemptions in connection with ~~Public Shares,~~ the ~~depletion of the available net proceeds in search of a target business, the size of the~~ Proposed ~~Business Combination~~ ~~or another Initial~~ Business Combination, ~~or the terms of negotiated transactions to purchase shares in connection~~ with ~~the~~iRocket ~~Proposed Business Combination or another Initial Business Combination,~~ we will be, ~~required~~and toif ~~seek~~we ~~additional~~do ~~financing~~not orcomplete ~~to abandon~~ the Proposed Business ~~Combination~~ ~~or another Initial Business~~ Combination. Weand ~~cannot~~pursue ~~assure~~another ~~investors~~target ~~that such financing will be available on acceptable terms,~~company ifwith atoperations ~~all.~~or ~~The~~opportunities ~~current~~outside ~~economic~~of ~~environment may make it difficult for companies to obtain acquisition financing. To~~ the ~~extent~~United ~~that~~States ~~additional financing proves to be unavailable~~ for ~~the~~our ~~Proposed Business Combination or such other~~ Initial Business Combination, we would be, ~~compelled~~ subject to ~~either~~risks ~~restructure the transaction or abandon the Proposed Business Combination or other Initial Business Combination and seek an alternative~~associated ~~target~~with cross-border business ~~candidate. This risk is magnified because~~combinations, ~~following~~including ~~redemptions~~ in connection with ~~the Extensions~~investigating, asagreeing ofto ~~October~~and ~~31, 2025,~~completing ~~we had a balance in cash held in trust of approximately $1.86 million. If we have not consummated~~ the Proposed Business ~~Combination~~ Combination or another Initial Business Combination ~~within the required time period~~, ~~our~~conducting ~~Public~~due ~~Shareholders~~diligence ~~may~~in ~~receive~~a ~~only~~foreign ~~approximately $10.00 per Public Share~~jurisdiction, orhaving ~~less~~such intransaction ~~certain~~approved by ~~circumstances,~~any onlocal ~~the liquidation of our Trust Account and our Warrants will expire worthless. In addition~~governments, ~~even~~regulators ~~if we do not need additional financing to complete the Proposed Business Combination~~ or ~~another~~agencies ~~Initial~~and ~~Business~~changes ~~Combination, we~~in ~~will likely require such financing to fund~~ the ~~operations~~purchase orprice ~~growth~~based ~~of iRocket or another target business. The failure to secure additional financing could have a material adverse effect~~ on ~~the~~fluctuations ~~continued~~in ~~development~~foreign orexchange ~~growth of iRocket or such other target business~~rates.

4231

Table of Contents

~~Our Sponsor~~If ~~controls~~we aeffect ~~super-majority interest in us and thus has control over actions requiring a shareholder vote, potentially in a manner that shareholders may not support. Similarly, following~~ the ~~consummation of the~~ Proposed Business Combination, ~~the~~with ~~founder and CEO of~~ iRocket ~~will have a substantial economic and controlling voting interest in Holdco~~, ~~and~~or ~~following the consummation of~~ another Initial Business Combination, ~~one~~with ora ~~more~~company ~~shareholders~~with ofoperations ~~such~~or ~~other~~opportunities ~~target~~outside ~~may have a substantial interest in~~ of the ~~combined~~United ~~company~~States, ~~and~~we ~~may require~~would usbe subject to ~~enter~~any ~~into~~special ~~agreements~~considerations or ~~other~~risks ~~arrangements~~associated with ~~respect~~companies tooperating ~~board~~in ~~composition~~an ~~and~~international setting, ~~for~~including ~~designation~~any ~~rights.~~of the following:

~~Our Sponsor~~● ~~owns,~~costs ~~on an as-converted basis, 98.23% of our issued~~ and ~~outstanding~~difficulties ~~ordinary~~inherent ~~shares. Accordingly, it controls actions requiring a shareholder vote, potentially~~ in amanaging ~~manner~~cross-border ~~that~~business Public Shareholders may not support, including amendments to our Charter. If our Sponsor purchases any additional Class A Ordinary Shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our Sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. 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 initially elected by our Sponsor, is 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 the Proposed Business Combination or another Initial Business Combination, in which case all of the current directors will continue in office until at least the completion of the Proposed Business Combination or another Initial 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 and to remove directors prior to the Proposed Business Combination or another Initial Business Combination. Accordingly, our Sponsor will continue to exert control at least until the completion of the Proposed Business Combination or another 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. Our Sponsor consented to our entry into the Merger Agreement with iRocket.operations;

~~Following the~~● ~~Proposed~~rules ~~Business Combination, the founder~~ and ~~CEO~~regulations ofregarding ~~iRocket~~currency will have a significant economic and controlling voting interest in Holdco, and therefore will control matters requiring a stockholder vote, such as the election of directors and amendments to Holdco’s certificate of incorporation. If we do not complete the Proposed Business Combination, following the consummation of another our Initial Business Combination, one or more shareholders of such other the target may have a substantial interest in the combined company, and may require us to enter into agreements or other arrangements with respect to board composition and for designation rights.redemption;

~~Because we~~● ~~must~~complex ~~furnish~~corporate ~~our~~withholding ~~shareholders~~taxes ~~with~~on ~~target business financial statements, we may lose the ability to complete an otherwise advantageous Initial Business Combination with some prospective target businesses.~~individuals;

~~The federal~~● ~~proxy~~laws ~~rules~~governing require that a proxy statement with respect to a vote on an Initial Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the ~~same~~manner ~~financial statement disclosure~~ in ~~connection~~which ~~with~~future ~~our~~business ~~tender~~combinations offer documents, whether or not they are required under the tender offer rules. In the case of iRocket, these financial statements are, and in the case of any other target company, these financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP or international financial reporting standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), 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 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 the Proposed Business Combination or another Initial Business Combination within the prescribed time frame.effected;

43● exchange listing and/or delisting requirements;

~~Table~~● oftariffs ~~Contents~~and trade barriers;

~~Compliance obligations~~● ~~under~~regulations ~~the~~related ~~Sarbanes-Oxley Act may make it more difficult for us~~ to ~~effectuate~~customs ~~the Proposed Business Combination or another Initial Business Combination, require substantial financial~~ and ~~management~~import/export ~~resources, and increase the time and costs of completing an Initial Business Combination.~~matters;

~~Section 404~~● oflocal ~~the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls. Only in the event we are deemed to be a large accelerated filer~~ or anregional ~~accelerated~~economic ~~filer~~policies and nomarket longer qualify as an emerging growth company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a special purpose acquisition 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, such as iRocket, with which we seek to complete the Proposed Business Combination or another Initial Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.conditions;

~~If we~~● ~~pursue~~unexpected achanges ~~target company with operations or opportunities outside of the United States for our Initial Business Combination, as with the Proposed Business Combination, we may face additional burdens~~ in ~~connection~~regulatory with investigating, agreeing to and completing the Proposed Business Combination or such other Initial Business Combination, and if we effect the Proposed Business Combination or such other Initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.requirements;

~~In connection~~● ~~with~~longer ~~the~~payment Proposed Business Combination with iRocket we will be, and if we do not complete the Proposed Business Combination and pursue another target company with operations or opportunities outside of the United States for our Initial Business Combination, we would be, subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing the Proposed Business Combination or another Initial Business Combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.cycles;

~~If we~~● ~~effect~~tax ~~the Proposed Business Combination with iRocket~~issues, orsuch ~~another~~as ~~Initial~~tax ~~Business~~law ~~Combination~~changes ~~with~~and avariations ~~company~~in ~~with~~tax ~~operations~~laws oras ~~opportunities outside~~compared ofto the United States~~, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:~~;

● ~~costs~~currency fluctuations and ~~difficulties~~exchange ~~inherent in managing cross-border business operations~~controls;

● ~~rules~~rates ~~and~~of ~~regulations regarding currency redemption~~inflation;

● ~~complex~~challenges ~~corporate~~in ~~withholding~~collecting ~~taxes~~accounts ~~on individuals~~receivable;

● ~~laws~~cultural ~~governing~~and ~~the~~language ~~manner in which future business combinations may be effected~~differences;

● ~~exchange~~employment ~~listing and/or delisting requirements~~regulations;

● ~~tariffs~~underdeveloped ~~and~~or ~~trade~~unpredictable ~~barriers~~legal or regulatory systems;

● ~~regulations related to customs and import/export matters~~corruption;

● ~~local~~protection orof ~~regional~~intellectual ~~economic policies and market conditions~~property;

● ~~unexpected~~social ~~changes~~unrest, incrime, ~~regulatory~~strikes, ~~requirements~~riots and civil disturbances;

● ~~longer~~regime ~~payment~~changes ~~cycles~~and political upheaval;

● ~~tax~~terrorist ~~issues~~attacks, ~~such~~natural asdisasters ~~tax law changes~~ and ~~variations in tax laws as compared to the United States~~wars; and

● ~~currency~~deterioration ~~fluctuations~~of ~~and~~political ~~exchange~~relations ~~controls;~~with the United States.

●We ~~rates~~may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete the Proposed Business Combination or such other Initial Business Combination, or, if we complete such combination, our operations might suffer, either of ~~inflation;~~which may adversely impact our business, financial condition and results of operations. See “—Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an Initial Business Combination target if we do not complete the Proposed Business Combination, our ability to complete the Proposed Business Combination or another Initial Business Combination, and/or our business, financial condition and results of operations following completion of the Proposed Business Combination or another Initial Business Combination.”

●We ~~challenges~~have in ~~collecting~~the ~~accounts~~past ~~receivable;~~sought, and if the Proposed Business Combination is not completed, may in the future 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 ~~cultural~~have in the past, and ~~language~~if the ~~differences;~~Proposed Business Combination is not completed, may in the future, seek 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 Initial Business Combination may not be as successful as we anticipate.

~~● employment regulations;~~32

●Table ~~underdeveloped~~of ~~or unpredictable legal or regulatory systems;~~Contents

●To ~~corruption;~~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 Initial 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.

●As ~~protection~~the number of ~~intellectual~~special ~~property;~~purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. If we do not consummate the Proposed Business Combination, this could increase the cost of any other Initial Business Combination and could even result in our inability to find a target or to consummate an Initial Business Combination.

●In ~~social~~recent ~~unrest~~years, ~~crime~~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, ~~strikes~~and there are still many special purpose acquisition companies, ~~riots~~the vast majority of which are listed on national securities exchanges seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, and ~~civil~~particularly ~~disturbances;~~following the Company’s delisting from NYSE, fewer attractive targets may be available to the Company, and it may require more time, more effort and more resources to identify a suitable target and to consummate an Initial Business Combination.

44In addition, because there are more special purpose acquisition companies, the vast majority of whom have an advantage over the Company because they are listed on national securities exchanges, 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. If we do not complete the Proposed 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.

~~Table~~Risks Relating to Ownership of ~~Contents~~Our Securities

●We ~~regime~~may ~~changes~~not ~~and~~be ~~political~~able ~~upheaval;~~to complete the Proposed Business Combination or another Initial Business Combination if the proposed transaction is subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

●Certain ~~terrorist~~acquisitions ~~attacks~~or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, ~~natural~~or ~~disasters~~the ~~and~~review ~~wars;~~process ~~and~~is extended beyond the period of time that would permit the Proposed Business Combination or another Initial Business Combination to be consummated with us, we may not be able to consummate the Proposed Business Combination with iRocket, or an Initial Business Combination with another target. In addition, regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.

●In ~~deterioration~~the United States, certain mergers that may affect competition may require certain filings and review by the Department of ~~political~~Justice ~~relations~~and ~~with~~the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

~~We may~~Outside ~~not~~the beUnited ~~able~~States, laws toor ~~adequately~~regulations ~~address~~may ~~these~~affect ~~additional~~our ~~risks.~~ability ~~If we were unable~~ to doconsummate ~~so, we may be unable to complete~~ the Proposed Business Combination or ~~such~~another ~~other~~ Initial Business Combination, ~~or,~~with potential iftarget wecompanies ~~complete~~incorporated ~~such~~or ~~combination,~~having ~~our operations might suffer, either of which may adversely impact our~~ business, ~~financial condition and results of~~ operations. ~~See “—Changes~~ in ~~international~~jurisdictions ~~trade policies,~~where ~~tariffs~~national ~~and~~security ~~treaties affecting imports and exports may have a material adverse effect on our search for an Initial Business Combination target if we do not complete the Proposed Business Combination~~considerations, ~~our ability to complete the Proposed Business Combination~~involvement orin ~~another~~regulated ~~Initial~~industries ~~Business~~(including ~~Combination~~telecommunications), ~~and/~~or ~~our~~in ~~business,~~businesses ~~financial~~where ~~condition~~a ~~and~~country’s ~~results~~culture ~~of operations following completion of the Proposed Business Combination~~ or ~~another~~heritage ~~Initial~~may ~~Business~~be ~~Combination~~implicated.”

WeU.S. and foreign regulators generally have in the ~~past~~power ~~sought,~~to ~~and~~deny ifthe ability of the ~~Proposed~~parties ~~Business~~to ~~Combination~~consummate isa ~~not~~transaction ~~completed,~~or ~~may~~to incondition ~~the~~approval ~~future~~of ~~seek,~~a ~~business~~transaction ~~combination~~on ~~opportunities~~specified ~~with~~terms aand ~~high~~conditions, ~~degree~~which ofmay ~~complexity~~not ~~that~~be ~~require~~acceptable ~~significant~~to ~~operational~~us ~~improvements~~or a target. In such event, ~~which~~we ~~could~~may ~~delay~~not orbe ~~prevent~~able usto ~~from~~consummate ~~achieving~~a ~~our~~transaction with ~~desired~~that ~~results~~potential target.

We have in the past, and if the Proposed Business Combination is not completed, may in the future, seek 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 Initial Business Combination may not be as successful as we anticipate.33

~~To the~~Table ~~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 Initial 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.Contents

As a result of these various restrictions, the ~~number~~pool of ~~special~~potential ~~purpose~~targets ~~acquisition~~with ~~companies~~which ~~evaluating~~we ~~targets~~could ~~increases,~~complete ~~attractive~~an ~~targets~~Initial Business Combination may ~~become~~be ~~scarcer~~limited, and ~~there~~we may be adversely ~~more~~affected ~~competition~~in ~~for~~terms ~~attractive~~of ~~targets.~~competing Ifwith weother special purpose acquisition companies that do not ~~consummate~~have similar ownership issues. Moreover, the ~~Proposed~~process ~~Business~~of ~~Combination~~government review, ~~this~~whether by CFIUS or otherwise, could ~~increase~~be ~~the~~lengthy. ~~cost~~Because ~~of any~~we ~~other~~have only a limited time to complete an Initial Business Combination, ~~and~~our ~~could~~failure ~~even~~to ~~result~~obtain inany ~~our~~required ~~inability~~approvals towithin ~~find~~the arequisite ~~target~~time orperiod may require us to ~~consummate~~liquidate. Were we to liquidate the Company, our Warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an ~~Initial~~investment ~~Business~~in ~~Combination~~the combined company, including any potential price appreciation of our securities.

~~In recent~~If ~~years,~~we ~~the number of special purpose acquisition companies that~~ have ~~been~~not ~~formed~~consummated 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, the ~~vast majority of which are listed on national securities exchanges seeking targets for their initial~~Proposed ~~business~~Business ~~combination,~~Combination asor ~~well~~another asInitial ~~many~~Business ~~such~~Combination ~~companies~~by ~~currently~~September ~~in registration. As a result~~16, ~~and particularly following the Company’s delisting from NYSE~~2026, ~~fewer~~our ~~attractive~~Public ~~targets~~Shareholders may be ~~available~~forced to ~~the~~wait ~~Company,~~beyond September ~~and it may require more time~~16, ~~more~~2026 ~~effort~~before ~~and~~redemption ~~more~~from ~~resources to~~our ~~identify~~Trust ~~a suitable target and to consummate an Initial Business Combination~~Account.

InIf we have not consummated ~~addition~~the Proposed Business Combination or another Initial Business Combination by September 16, ~~because~~2026, ~~there~~the ~~are~~proceeds ~~more~~then ~~special~~on ~~purpose~~deposit ~~acquisition~~in ~~companies~~the Trust Account, including interest earned on the ~~vast~~funds ~~majority~~held in the Trust Account and not previously released to us to pay our income taxes, if any (less taxes payable and up to $100,000 of ~~whom~~interest ~~have~~to anpay ~~advantage~~dissolution ~~over~~expenses), will be used to fund the ~~Company~~redemption of our Public ~~because~~Shares, ~~they~~as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of our Charter prior to any voluntary winding up. If we are ~~listed~~required onto ~~national~~wind ~~securities~~up, ~~exchanges~~liquidate the Trust Account and distribute such amount therein, ~~seeking~~pro rata, to ~~enter~~our ~~into~~Public anShareholders, ~~initial~~as ~~business~~part ~~combination~~of ~~with~~any ~~available~~liquidation ~~targets~~process, such winding up, liquidation and distribution must comply with the ~~competition~~applicable ~~for~~provisions ~~available~~of ~~targets~~the ~~with~~Companies ~~attractive~~Act. ~~fundamentals~~In orthat ~~business~~case, ~~models~~investors may ~~increase,~~be ~~which~~forced ~~could~~to ~~cause~~wait ~~target~~beyond ~~companies~~September 16, 2026, before the redemption proceeds of our Trust Account become available to ~~demand~~them, ~~improved~~and ~~financial~~they ~~terms~~receive the return of their pro rata portion of the proceeds from our Trust Account. ~~Attractive~~We ~~deals~~have ~~could~~no ~~also~~obligation ~~become~~to ~~scarcer~~return ~~for~~funds ~~other~~to ~~reasons,~~investors ~~such~~prior asto ~~economic~~the date of our redemption or ~~industry~~liquidation ~~sector~~unless, ~~downturns~~prior thereto, ~~geopolitical~~we ~~tensions,~~consummate the Proposed Business Combination or ~~increases~~another inInitial ~~the~~Business ~~cost~~Combination or amend certain provisions of our ~~additional~~Charter, ~~capital~~and ~~needed~~only then in cases where investors have sought to ~~close~~redeem ~~business~~their ~~combinations~~Public Shares. Only upon our redemption or ~~operate~~any ~~targets~~liquidation ~~post-business~~will ~~combination.~~Public IfShareholders be entitled to distributions if we do not complete the Proposed Business Combination, ~~this~~or ~~could~~another ~~increase~~Initial ~~the~~Business Combination ~~cost~~and do not amend certain provisions of our Charter. Our Charter will provide that, ~~delay~~if orwe ~~otherwise complicate~~wind orup ~~frustrate~~for ~~our~~any ~~ability~~other reason prior to ~~find~~the ~~and~~consummation ~~consummate~~of anthe Proposed Business Combination or another Initial Business Combination, ~~and~~we ~~may~~will ~~result~~follow inthe ~~our~~foregoing ~~inability~~procedures with respect to ~~consummate an~~the ~~Initial~~liquidation ~~Business~~of ~~Combination~~the onTrust ~~terms~~Account ~~favorable~~as promptly as reasonably possible but not more than ten business days thereafter, subject to ~~our~~applicable ~~investors~~Cayman ~~altogether~~Islands law.

45Shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate its investment, an investor may be forced to sell its Public Shares or Public Warrants, potentially at a loss.

~~Table~~Our remaining Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: ~~Contents~~(i) our completion of the Proposed Business Combination or another Initial Business Combination, and then only in connection with those Public Shares that such Public Shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend our Charter (A) to modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with the Proposed Business Combination or another Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by September 16, 2026 or (B) with respect to any other provision relating to the rights of Public Shareholders or pre-Initial Business Combination activity, and (iii) the redemption of our Public Shares if we have not consummated the Proposed Business Combination or another Initial Business Combination by September 16, 2026, subject to applicable law and as further described herein. Public Shareholders who redeem their Public 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 the Proposed Business Combination or another Initial Business Combination or liquidation if we have not consummated an Initial Business Combination by September 16, 2026, with respect to such Public Shares so redeemed. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Holders of Warrants will not have any right to the proceeds held in the Trust Account with respect to the Warrants. Accordingly, to liquidate their investment, Public Shareholders may be forced to sell their Public Shares or Warrants, potentially at a loss.

~~Risks~~The nominal purchase price paid by our Sponsor ~~Relating~~for the Founder Shares and Preference Shares may result in significant dilution to ~~Ownership~~the implied value of ~~Our~~your ~~Securities~~Public Shares upon the consummation of the Proposed Business Combination or another Initial Business Combination.

We offered our Units at an ~~may~~offering ~~not~~price beof ~~able~~$10.00 per Unit and, as of March 30, 2026, the amount in our Trust Account was approximately $1.3 million, implying a value of approximately $12.07 per Public Share. However, prior to ~~complete~~our Public Offering, our Sponsor paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.003 per share, and on March 15, 2024, pursuant to the Class A Conversion, our Sponsor converted 4,300,000 Class B ordinary shares into an equal number of Class A Conversion Shares. Our Sponsor agreed to waive its redemption rights with respect to such Class A Conversion Shares in connection with a shareholder vote to approve an Initial Business Combination (including the Proposed Business Combination) and its right to receive any distribution from the Trust Account with respect to such Class A Conversion Shares. On February 13, 2026, the Sponsor surrendered to the Company, for no consideration, the 4,300,000 Class A Conversion Shares. Also on February 13, 2026, the Sponsor purchased 430,000 Preference Shares. Our Sponsor agreed to waive any redemption rights with respect to such Preference Shares in connection with a shareholder vote to approve an Initial Business Combination (including the Proposed Business Combination) and any right to receive any distribution from the Trust Account with respect to such Preference Shares. Each Preference Share will convert into ten Class A Ordinary Shares immediately prior to, concurrently with, or immediately filing closing of an Initial Business Combination, including the Proposed Business Combination. As a result, the value of our Public Shareholders’ Public Shares may be significantly diluted upon the consummation of the Proposed Business Combination or another Initial Business Combination, when ifthe remaining Founder Shares and Preference Shares are converted into Class A Ordinary Shares. For example, the ~~proposed~~following ~~transaction~~table shows the dilutive effect of the Founder Shares and the Preference Shares on the implied value of the Public Shares that remain outstanding following the Fourth Extension upon the consummation of the Proposed Business Combination or another Initial Business Combination assuming that our equity value at that time is $1,332,638, which is the approximate amount we would have for the Proposed Business Combination ~~subject~~or toanother ~~review~~Initial Business Combination in the Trust Account assuming no further interest is earned on the funds held in the Trust Account, no additional extension payments are made into the Trust Account and none of the remaining Public Shares are redeemed in connection with the Proposed Business Combination or ~~approval~~such byother ~~regulatory~~Initial ~~authorities~~Business ~~pursuant~~Combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our Public Shares, the business combination transaction costs, any equity issued or cash paid to ~~certain~~the Utarget’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our Public Warrants and Private Placement Warrants.S At such valuation, each of our ordinary shares would have an implied value of approximately $0.15 orper ~~foreign~~share ~~laws~~upon consummation of the Proposed Business Combination or ~~regulations~~another Initial Business Combination, which is a 98.5% decrease as compared to the initial implied value per Public Share of $10.00.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit the Proposed Business Combination or another Initial Business Combination to be consummated with us, we may not be able to consummate the Proposed Business Combination with iRocket, or an Initial Business Combination with another target. In addition, regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.34

~~In the~~Table ~~United States, certain mergers that may affect competition may require certain filings and review by the Department~~ of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.Contents

Outside the United States, laws or regulations may affect our ability to consummate the Proposed Business Combination or another Initial Business Combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated.

Public Shares		110,419
Founder Shares		4,325,000
Preference Shares		430,000
As converted Founder Shares and Preference Shares		8,625,000
Total shares		8,735,419
Total funds in the Trust Account available for Initial Business Combination		1,332,638
Initial implied value per Public Share	$	10.00
Approximate implied value per share upon consummation of Initial Business Combination	$	0.15

~~U.S. and~~The ~~foreign~~value ~~regulators~~of ~~generally~~the ~~have~~Founder ~~the~~Shares ~~power~~and toClass A ~~deny~~Conversion ~~the~~Shares ~~ability~~following completion of the ~~parties~~Proposed toBusiness ~~consummate~~Combination aor ~~transaction~~another orInitial toBusiness ~~condition~~Combination ~~approval~~is likely to be ofsubstantially ahigher ~~transaction~~than onthe ~~specified~~price ~~terms~~paid ~~and~~for ~~conditions~~them, ~~which~~even ~~may~~if ~~not~~the betrading ~~acceptable~~price toof usour orordinary ashares ~~target.~~at In such ~~event,~~time weis ~~may~~substantially ~~not be able~~less tothan ~~consummate~~$10.00 aper ~~transaction with that potential target~~share.

AsOur Sponsor invested in us aan ~~result~~aggregate of ~~these~~approximately ~~various~~$8,925,000, ~~restrictions~~comprised of the $25,000 purchase price for the ~~pool~~Founder ofShares ~~potential~~and ~~targets~~the ~~with~~$8,900,000 ~~which~~purchase weprice for ~~could~~the ~~complete~~Private anPlacement ~~Initial~~Warrants. ~~Business~~On ~~Combination~~March ~~may be~~15, ~~limited~~2024, ~~and~~pursuant weto ~~may~~the beClass ~~adversely~~A ~~affected~~Conversion, inour ~~terms~~Sponsor ofconverted ~~competing~~4,300,000 ~~with~~Founder ~~other~~Shares into ~~special~~Class ~~purpose~~A ~~acquisition~~Conversion ~~companies~~Shares. ~~that~~On doFebruary ~~not~~13, ~~have~~2026, pursuant to the Class A Conversion Share Forfeiture, the Sponsor surrendered for ~~similar~~no ~~ownership~~consideration ~~issues~~the Class A Conversion Shares. ~~Moreover~~Also on February 13, 2026, the ~~process~~Sponsor ofpurchased ~~government review~~430,000 ~~whether~~Preference byShares. ~~CFIUS~~Each orPreference Share ~~otherwise~~will convert into ten Class A Ordinary Shares immediately prior to, ~~could~~concurrently bewith, ~~lengthy.~~or ~~Because~~immediately wefiling ~~have~~closing of an Initial ~~only~~Business Combination, including the Proposed Business Combination. Assuming a ~~limited~~trading ~~time~~price toof ~~complete~~$10.00 anper share upon consummation of an Initial Business Combination, ~~our~~the ~~failure~~8,625,000 toaggregate ~~obtain~~number ~~any~~of ~~required~~Class ~~approvals~~A ~~within~~Ordinary Shares issuable to the ~~requisite~~Sponsor ~~time~~at closing would have ~~period~~an ~~may~~aggregate ~~require~~implied usvalue toof ~~liquidate~~$86,250,000. ~~Were~~Even weif tothe ~~liquidate~~trading ~~the~~price ~~Company,~~of our ~~Warrants~~ordinary ~~would~~shares ~~expire~~were ~~worthless~~as low as $1.03 per share, and ~~our~~the ~~securityholders would~~Private ~~lose~~Placement ~~the~~Warrants ~~investment~~were ~~opportunity~~worthless, ~~associated~~the ~~with~~aggregate anvalue ~~investment~~of insuch ~~the~~shares ~~combined~~would ~~company,~~be ~~including~~equal ~~any~~to ~~potential~~the ~~price~~Sponsor’s ~~appreciation~~initial ~~of our~~investment ~~securities~~in us.

IfAs a result, our Sponsor is welikely to be able to make a substantial profit on their investment in us at a time when our Public Shares have ~~not~~lost ~~consummated~~significant value. Accordingly, our management team may be more willing to pursue the Proposed Business Combination, or another Initial Business Combination, with bya ~~March~~riskier ~~16,~~or ~~2026,~~less-established ~~our~~target ~~Public~~business ~~Shareholders may~~than would be ~~forced~~the tocase ~~wait~~if ~~beyond~~our ~~March~~Sponsors ~~16,~~had ~~2026~~paid ~~before~~the ~~redemption~~same ~~from~~per share price for the Founder Shares as our ~~Trust~~Public ~~Account~~Shareholders paid for their Public Shares.

~~If we~~Holders have not consummated the Proposed Business Combination or another Initial Business Combination by March 16, 2026, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less taxes payable and up to $100,000 of ~~interest to pay dissolution expenses), will be used to fund the redemption of our~~ Public Shares, ~~as further described herein. Any redemption of Public Shareholders from the Trust Account~~ will benot effected automatically by function of our Charter 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~~entitled ~~March 16, 2026, before the redemption proceeds of our Trust Account become available~~ to ~~them,~~vote ~~and~~on 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 the Proposed Business Combination or another Initial Business Combination or amend certain provisions of our Charter, and only then in cases where investors have sought to redeem their Public Shares. Only upon our redemption or any ~~liquidation~~election ~~will Public Shareholders be entitled to distributions if we do not complete the Proposed Business Combination or another Initial Business Combination and do not amend certain provisions~~ of ~~our~~directors ~~Charter. Our Charter will provide that, if~~ we ~~wind~~hold ~~up for any other reason~~ prior to the ~~consummation~~completion of the Proposed Business Combination or another 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~~Combination.

~~Shareholders will~~Prior ~~not~~to ~~have~~the ~~any~~completion ~~rights~~of the Proposed Business Combination or ~~interests~~another inInitial ~~funds~~Business ~~from~~Combination, only holders of our Founder Shares have the ~~Trust~~right ~~Account,~~to ~~except~~vote ~~under~~on the ~~certain~~election ~~limited~~of ~~circumstances~~directors. ~~Therefore,~~Holders of our Public Shares are not entitled to ~~liquidate its~~vote ~~investment,~~on anthe ~~investor~~election ~~may~~of bedirectors ~~forced~~during such time. In addition, prior to ~~sell~~the ~~its~~Proposed ~~Public~~Business ~~Shares~~Combination or ~~Public~~another ~~Warrants~~Initial Business Combination, ~~potentially~~holders atof a ~~loss~~majority of our Founder Shares may remove a member of the board of directors for any reason. Accordingly, shareholders may not have any say in the management of our Company prior to the consummation of the Proposed Business Combination or another Initial Business Combination.

~~Our remaining~~The ~~Public~~Class ~~Shareholders~~A ~~will~~Ordinary beShares ~~entitled~~issuable ~~to receive funds from the Trust Account only~~ upon ~~the earliest to occur of: (i) our completion~~ ofexercise the Proposed Business Combination or another Initial Business Combination, and then only in connection with those Public Shares that such Public Shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of ~~any Public Shares properly tendered in connection with a shareholder vote to amend our Charter (A) to modify~~ the ~~substance~~Warrants orare ~~timing~~not ofregistered ~~our~~under ~~obligation to provide Public Shareholders~~ the ~~right~~Securities toAct ~~have their Public Shares redeemed in connection with the Proposed Business Combination~~ or ~~another~~ Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026 or (B) with respect to any ~~other~~state ~~provision~~securities ~~relating~~laws toat ~~the~~this ~~rights of Public Shareholders or pre-Initial Business Combination activity~~time, and ~~(iii)~~no ~~the~~such ~~redemption of our Public Shares if we have not consummated the Proposed Business~~registration ~~Combination~~may orbe ~~another Initial Business Combination by March 16, 2026, subject to applicable law and as further described herein. Public Shareholders who redeem their Public Shares~~ in ~~connection~~place ~~with~~when aan ~~shareholder~~investor ~~vote~~desires ~~described in clause (ii) in the preceding sentence shall not be entitled~~ to ~~funds~~exercise from the Trust Account upon the subsequent completion of the Proposed Business Combination or another Initial Business Combination or liquidation if we have not consummated an Initial Business Combination by March 16Warrants, ~~2026,~~thus ~~with~~precluding ~~respect to~~ such ~~Public~~investor ~~Shares~~from sobeing ~~redeemed.~~able ~~In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Holders of Warrants will not have any right~~ to ~~the~~exercise ~~proceeds~~its ~~held in the Trust Account with respect to the~~ Warrants~~. Accordingly,~~ toexcept ~~liquidate~~on ~~their~~a ~~investment,~~cashless ~~Public~~basis ~~Shareholders~~and ~~may~~potentially becausing ~~forced~~such ~~to sell their Public Shares or~~ Warrants, ~~potentially~~to atexpire ~~a loss~~worthless.

46We have not registered any Class A Ordinary Shares issuable upon exercise of the Warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than twenty business days after the closing of the Proposed Business Combination or another Initial Business Combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Proposed Business Combination or another Initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the Warrants expire or are redeemed. We cannot assure investors that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their Warrants on a cashless basis, in which case, the number of Class A Ordinary Shares that investors will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A Ordinary Shares per Warrant (subject to adjustment). However, no Warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the Warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our Company because the warrant holder will hold a smaller number of Class A Ordinary Shares upon a cashless exercise of the Warrants they hold. In no event will we be required to net cash settle any Warrant, or issue securities or other compensation in exchange for the Warrants in the event that we are unable to register or qualify the shares underlying the Warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In such event, holders who acquired their Warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the Class A Ordinary Shares included in the Units. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their Warrants while a corresponding exemption does not exist for holders of the Public Warrants included as part of Units sold in the Initial Public Offering. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their Warrants and sell the Class A Ordinary Shares underlying their Warrants while holders of our Public Warrants would not be able to exercise their Warrants and sell the underlying Class A Ordinary Shares. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying class A Ordinary Shares for sale under all applicable state securities laws. As a result, we may redeem the Warrants as set forth above even if the holders are otherwise unable to exercise their Warrants.

~~Table of Contents~~35

~~The nominal~~Table ~~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 the Proposed Business Combination or another Initial Business Combination.~~Contents

WeIn ~~offered~~connection ~~our~~with ~~Units at an offering price of $10.00 per Unit and, as of October 31, 2025,~~ the ~~amount~~Proposed ~~in our Trust Account was approximately $1.86 million, implying~~Business aCombination ~~value of approximately $11.95 per Public Share. However, prior to our Public Offering, our Sponsor paid a nominal aggregate purchase price of $25,000 for~~ the ~~Founder~~Warrants ~~Shares~~will, ~~or approximately $0.003 per share,~~ and on March 15, 2024, pursuant to the Class A Conversion, our Sponsor converted 4,300,000 Class B ordinary shares into an equal number of Class A Conversion Shares. Our Sponsor agreed to waive its redemption rights with respect to such Class A Conversion Shares in connection with aany ~~shareholder~~other ~~vote to approve an~~ Initial Business ~~Combination~~ ~~(including the Proposed Business~~ Combination~~) and its right to receive any distribution from the Trust Account with respect to such Class A Conversion Shares. As a result~~, the ~~value~~Warrants ~~of our Public Shareholders’ Public Shares~~ may, bebecome ~~significantly~~exercisable ~~diluted~~and ~~upon~~redeemable ~~the~~for ~~consummation~~a ofsecurity ~~the~~other ~~Proposed~~than ~~Business Combination or another Initial Business Combination, when~~ the ~~remaining Founder Shares are converted into~~ Class A Ordinary Shares~~. For example~~, ~~the following table shows the dilutive effect of the Founder Shares~~ and ~~the~~investors ~~Class A~~will ~~Conversion~~not Shares on the implied value of the Public Shares that remain outstanding following the Fourth Extension upon the consummation of the Proposed Business Combination or another Initial Business Combination assuming that our equity value at that time is $1,860,032, which is the amount we would have ~~for~~any ~~the~~information ~~Proposed~~regarding Business Combination or another Initial Business Combination in the Trust Account assuming no further interest is earned on the funds held in the Trust Account, no additional extension payments are made into the Trust Account and none of the remaining Public Shares are redeemed in connection with the Proposed Business Combination or such other ~~Initial Business~~security ~~Combination, and without taking into account any other potential impacts on our valuation~~ at ~~such~~this time, such as the trading price of our Public Shares, the business combination transaction costs, any equity issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our Public Warrants and Private Placement Warrants. At such valuation, each of our ordinary shares would have an implied value of approximately $0.21 per share upon consummation of the Proposed Business Combination or another Initial Business Combination, which is a 97.9% decrease as compared to the initial implied value per Public Share of $10.00.

Public Shares		155,614
Founder Shares and Class A Conversion Shares		8,625,000
Total shares		8,780,614
Total funds in the Trust Account available for Initial Business Combination		1,860,032
Initial implied value per Public Share	$	10.00
Approximate implied value per share upon consummation of Initial Business Combination	$	0.21

In certain situations, including if we are not the surviving entity in our Initial Business Combination, which will be the case in the Proposed Business Combination, the Warrants may become exercisable for a security other than the Class A Ordinary Shares. As a result, if the surviving company redeems the Warrants for securities pursuant to the warrant agreement, warrant holders may receive a security in a company of which they do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the Warrants within twenty business days of the closing of the Proposed Business Combination or such other Initial Business Combination.

~~The value~~Holdco, the surviving company of the ~~Founder~~Proposed Business ~~Shares~~Combination will issue a substantial number of shares of common stock, and we or the surviving company of any other Initial Business Combination may issue additional Class A ~~Conversion~~Ordinary Shares ~~following~~or ~~completion~~preference ofshares ~~the~~to ~~Proposed~~complete another Initial Business Combination or ~~another~~under an employee incentive plan after completion of such Initial Business Combination. isWe ~~likely~~may toalso beissue ~~substantially~~Class ~~higher~~A Ordinary Shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the ~~price~~time ~~paid~~of ~~for~~any ~~them,~~Initial ~~even~~Business ifCombination other than the ~~trading~~Proposed ~~price~~Business Combination as a result of the anti-dilution provisions contained in our ~~ordinary~~Charter. ~~shares at~~Any such ~~time~~issuances iswould ~~substantially~~dilute ~~less~~the ~~than~~interest ~~$10.00~~of ~~per~~our shareholders ~~share~~and likely present other risks.

Our ~~Sponsor~~ ~~invested~~Charter inauthorizes usthe issuance ~~an aggregate~~ of ~~approximately~~up $8to 500,~~925,~~000,000 ~~comprised~~Class ofA ~~the~~Ordinary Shares, par value $250.0001 per share, 50,000,000 ~~purchase~~Class ~~price~~B ~~for~~ordinary ~~the~~shares, ~~Founder~~par ~~Shares~~value $0.0001 per share, and ~~the $8~~1,~~900~~000,000 ~~purchase~~preference ~~price~~shares, ~~for~~par ~~the~~value ~~Private~~$0.0001 ~~Placement~~per ~~Warrants~~share. OnThere ~~March~~are 15499,889,581, ~~2024~~45,675,000, ~~pursuant~~and to570,000 ~~the~~authorized but unissued Class A ~~Conversion~~Ordinary Shares, ~~our~~Class ~~Sponsor~~B ~~converted 4~~ordinary shares and preference shares,~~300~~ respectively,~~000~~ ~~Founder~~available ~~Shares~~for ~~into~~issuance ~~Class~~which Aamount ~~Conversion~~does not ~~Shares.~~take ~~Assuming~~into aaccount ~~trading~~shares ~~price~~reserved for issuance upon exercise of ~~$10.00~~outstanding ~~per~~Warrants ~~share~~or shares issuable upon ~~consummation~~conversion of anthe ~~Initial~~Founder ~~Business Combination~~Shares, ~~the~~if ~~8,625,000~~any. ~~aggregate~~The ~~number of~~ Founder Shares and the Preference Shares will automatically convert into Class A ~~Conversion~~Ordinary Shares ~~would~~(which ~~have~~Class anA ~~aggregate implied~~Ordinary ~~value~~Shares ofdelivered ~~$86,250,000.~~upon ~~Even~~conversion ifwill ~~the~~not ~~trading~~have ~~price~~any ofredemption ~~our~~rights ~~ordinary~~or ~~shares~~be ~~were~~entitled asto ~~low~~liquidating asdistributions ~~$1.03~~from ~~per~~the ~~share,~~Trust ~~and~~Account if we fail to consummate the ~~Private~~Proposed ~~Placement~~Business ~~Warrants were~~Combination ~~worthless,~~or ~~the~~another ~~aggregate~~Initial ~~value~~Business ofCombination) at the ~~Founder~~time ~~Shares~~of ~~and~~the ~~Class~~Proposed ABusiness Combination ~~Conversion~~or ~~Shares~~such ~~would~~other beInitial ~~equal~~Business toCombination ~~the~~as ~~Sponsor’s~~described ~~initial investment~~herein and in usour Charter.

AsHoldco, the surviving company of the Proposed Business Combination will issue a ~~result,~~substantial ~~our~~number ~~Sponsor~~of isshares ~~likely~~of tocommon bestock ~~able~~and may issue additional shares of preferred stock to ~~make~~complete athe ~~substantial~~Proposed ~~profit~~Business onCombination ~~their~~and ~~investment~~under inan usemployee atincentive aplan ~~time~~after ~~when~~completion ~~our~~of ~~Public~~the ~~Shares~~Proposed ~~have~~Business Combination. ~~lost~~If ~~significant~~we ~~value.~~do ~~Accordingly~~not complete the Proposed Business Combination and instead complete an alternate Initial Business Combination, ~~our~~we ~~management~~or ~~team~~the surviving company of any such alternate Initial Business Combination may beissue ~~more~~a ~~willing~~substantial number of additional Class A Ordinary Shares or preference shares to ~~pursue~~complete such Initial Business Combination or under an employee incentive plan after completion of such Initial Business Combination. We or the surviving company of the Proposed Business Combination, or another Initial Business Combination, may also issue common stock or Class A Ordinary Shares in connection with aredeeming ~~riskier~~the Warrants as described in “Description of Securities—Warrants—Public Shareholders’ Warrants” in Description of Registrant’s Securities, attached to this Annual Report as Exhibit 4.5 or ~~less~~upon conversion of the Founder Shares at a ratio greater than one-~~established~~to-one ~~target~~at ~~business~~the time of any Initial Business Combination other than the ~~would~~Proposed beBusiness Combination as a result of the ~~case~~anti-dilution ifprovisions as set forth herein. However, our ~~Sponsors~~Charter ~~had~~provides, ~~paid~~among other things, that prior to or in connection with our Initial Business Combination, including the Proposed Business Combination, we may ~~same~~not ~~per~~issue ~~share~~additional ~~price~~shares ~~for~~that would entitle the ~~Founder~~holders ~~Shares~~thereof asto (i) receive funds from the Trust Account or (ii) vote on any Initial Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of an Initial Business Combination. These provisions of our ~~Public~~Charter, ~~Shareholders~~like ~~paid~~all ~~for~~provisions ~~their~~of ~~Public~~our ~~Shares~~Charter, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

47● may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Founder Shares resulted in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Founder Shares;

~~Table~~● may subordinate the rights of ~~Contents~~holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded our Class A Ordinary Shares;

~~Holders~~ ● could cause a change in control if a substantial number of ~~Public~~Class A Ordinary Shares ~~will~~are ~~not~~issued, bewhich ~~entitled~~may affect, among other things, our ability to ~~vote~~use onour ~~any~~net ~~election~~operating ofloss ~~directors~~carry weforwards, ~~hold~~if ~~prior~~any, toand ~~the~~could ~~completion~~result ofin the ~~Proposed~~resignation ~~Business Combination~~ or ~~another~~removal ~~Initial~~of ~~Business~~our ~~Combination.~~present officers and directors;

~~Prior to~~● ~~the~~may ~~completion~~have of the ~~Proposed~~effect ~~Business~~of ~~Combination~~delaying or ~~another~~preventing ~~Initial~~a ~~Business~~change ~~Combination, only holders~~ of ~~our~~control ~~Founder Shares have the right to vote on the election~~ of ~~directors.~~us ~~Holders~~by ofdiluting ~~our Public Shares are not entitled to vote on~~ the ~~election~~share ofownership ~~directors during such time. In addition, prior to the Proposed Business Combination~~ or ~~another~~voting ~~Initial~~rights ~~Business Combination, holders~~ of a ~~majority~~person ~~of our~~seeking ~~Founder Shares may remove a member of the board of directors for any reason. Accordingly, shareholders may not have any say in the management of our Company prior~~ to ~~the~~obtain ~~consummation~~control of ~~the Proposed Business Combination or another Initial Business Combination.~~us;

~~The Class~~● ~~A Ordinary Shares issuable upon exercise of the Warrants are not registered under the Securities Act or any state securities laws at this time, and no such registration~~ may beadversely inaffect ~~place~~prevailing ~~when~~market anprices ~~investor~~for ~~desires~~our ~~to exercise Warrants~~Units, ~~thus~~Class ~~precluding~~A ~~such~~Ordinary ~~investor~~Shares ~~from being able to exercise its Warrants except on a cashless basis~~ and/or ~~potentially~~Public ~~causing such~~ Warrants; ~~to expire worthless.~~and

~~We have~~● ~~not~~may registered any Class A Ordinary Shares issuable upon exercise of the Warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than twenty business days after the closing of the Proposed Business Combination or another Initial Business Combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Proposed Business Combination or another Initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the Warrants expire or are redeemed. We c

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