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~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

~~Washington,~~FORM ~~D.C.~~10-K ~~20549~~

~~10-K~~(Mark One)

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

☒For ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 1331, OR2025 ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~or ~~the fiscal year ended December 31, 2024~~

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

For the transition period from

☐Commission ~~TRANSITION~~file ~~REPORT~~number: ~~PURSUANT~~001-42041 ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~001-42041~~CHURCHILL CAPITAL CORP IX

~~CHURCHILL~~(Exact ~~CAPITAL~~name ~~CORP~~of IXregistrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Cayman Islands		86-1885237
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

640 Fifth Avenue, 14th Floor New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Cayman Islands		86-1885237
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)

Registrant’s telephone number, including area code: (212) 380-7500

640 Fifth Avenue, 14th FloorNew York, New York		10019
(Address of principal executive offices)		(Zip Code)

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

380-7500


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-quarter of one redeemable Warrant	CCIXU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	CCIX	The Nasdaq Stock Market LLC
Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	CCIXW	The Nasdaq Stock Market LLC

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

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Units, each consisting of one Class A ordinary share and one-quarter of one redeemable warrant	CCIXU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 par value	CCIX	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	CCIXW	The Nasdaq Stock Market LLC

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

~~Securities~~Indicate ~~registered~~by check mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(gd) of the Act:. Yes ☐ No ☒ ~~None~~

Indicate by check mark ifwhether the registrant is(1) has afiled ~~well-known~~all ~~seasoned~~reports ~~issuer,~~required asto ~~defined~~be infiled ~~Rule~~by ~~405~~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 ifwhether the registrant ishas ~~not~~submitted electronically every Interactive Data File required to ~~file~~be ~~reports~~submitted pursuant to ~~Section 13~~Rule or405 ~~Section 15~~of Regulation S-T (d)§ 232.405 of this chapter) during the ~~Act~~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 ~~(1) has~~is ~~filed~~a ~~all~~large ~~reports~~accelerated ~~required~~filer, toan beaccelerated ~~filed~~filer, bya ~~Section 13~~non-accelerated orfiler, ~~15(d)~~a ofsmaller ~~the~~reporting ~~Securities~~company, ~~Exchange~~or ~~Act~~an ofemerging ~~1934~~growth ~~during~~company. See the ~~preceding~~definitions 12of ~~months~~“large ~~(or~~accelerated ~~for~~filer,” ~~such~~“accelerated ~~shorter~~filer, ~~period~~“smaller ~~that~~reporting ~~the registrant was required to file such reports)~~company,” and ~~(2) has~~“emerging ~~been~~growth ~~subject~~company” toin ~~such~~Rule ~~filing~~12b-2 ~~requirements~~of ~~for~~ the ~~past~~Exchange ~~90 days~~Act. ~~Yes ☒ No ☐~~

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

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

~~12b~~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-2Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~Large~~If ~~accelerated~~securities ~~filer~~are ☐registered ~~Accelerated~~pursuant ~~filer~~to ☐Section 12(b) ~~Non-accelerated~~of ~~filer~~the ☒Act, ~~Smaller~~indicate ~~reporting~~by ~~company~~check ☒mark ~~Emerging~~whether ~~growth~~the ~~company~~financial ☒statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

IfIndicate anby ~~emerging~~check ~~growth~~mark ~~company,~~whether ~~indicate~~any byof ~~check~~those ~~mark~~error ifcorrections ~~the~~are ~~registrant~~restatements ~~has~~that ~~elected~~required ~~not~~a torecovery ~~use~~analysis ~~the~~of ~~extended~~incentive-based ~~transition~~compensation ~~period~~received ~~for~~by ~~complying~~any ~~with~~of ~~any~~the ~~new~~registrant’s orexecutive ~~revised~~officers ~~financial~~during ~~accounting~~the ~~standards~~relevant ~~provided~~recovery period pursuant to ~~Section 13~~§240.10D-1(ab) ~~of the Exchange Act~~. ☐

Indicate by check mark whether the registrant ~~has~~is ~~filed~~ a ~~report~~shell oncompany ~~and~~(as ~~attestation~~defined toin ~~its~~Rule ~~management’s~~12b-2 ~~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~~. Yes ☒ No ☐

The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates

~~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. ☐~~

the registrant,

☐computed

by reference to the closing price for the Class A Ordinary Shares on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the Global Market tier of The Nasdaq Stock Market LLC, was $302,450,000.

~~12b-2~~As of February 5, 2026, there were 29,475,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,187,500 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.

~~The~~CHURCHILL ~~aggregate~~CAPITAL ~~market~~CORP ~~value~~IX of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on The Nasdaq Stock Market LLC, was $288,075,000.

28FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

TABLE OF CONTENTS


		PAGE

PART I			1

Item 1.	Business		1

Item 1A.	Risk Factors		22

Item 1B.	Unresolved Staff Comments		30

Item 1C.	Cybersecurity		30

Item 2.	Properties		30

Item 3.	Legal Proceedings		30

Item 4.	Mine Safety Disclosures		30

PART II			31

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		31

Item 6.	[Reserved]		32

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		32

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		37

Item 8.	Financial Statements and Supplementary Data		37

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		37

Item 9A.	Controls and Procedures		37

Item 9B.	Other Information		38

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		38

PART III			39

Item 10.	Directors, Executive Officers and Corporate Governance		39

Item 11.	Executive Compensation		43

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		45

Item 13.	Certain Relationships and Related Transactions, and Director Independence		46

Item 14.	Principal Accountant Fees and Services		48

PART IV			50

Item 15.	Exhibit and Financial Statement Schedules		50

Item 16.	Form 10-K Summary		50

SIGNATURES

		PAGE
PART I			1
Item 1.	Business		1
Item 1A.	Risk Factors		22
Item 1B.	Unresolved Staff Comments		24
Item 1C.	Cybersecurity		24
Item 2.	Properties		24
Item 3.	Legal Proceedings		24
Item 4.	Mine Safety Disclosures		24
PART II			25
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		25
Item 6.	[Reserved]		26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 8.	Financial Statements and Supplementary Data		29
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		29
Item 9A.	Controls and Procedures		29
Item 9B.	Other Information		29
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		30
PART III			31
Item 10.	Directors, Executive Officers and Corporate Governance		31
Item 11.	Executive Compensation		36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		38
Item 13.	Certain Relationships and Related Transactions, and Director Independence		40
Item 14.	Principal Accountant Fees and Services		42
PART IV			F-1
Item 15.	Exhibit and Financial Statement Schedules		F-1
Item 16.	Form 10-K Summary		F-1
SIGNATURES

iCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Table~~This Report (as defined below), including, without limitation, statements under Part II, Item 7. “Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believe,” “estimate,” “anticipate,” “expect,” “intend,” “plan,” “may,” “will,” “potential,” “project,” “predict,” “continue,” “should,” “could” or “would” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements of current or historical facts. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management, but actual results may differ materially due to various factors, including, but not limited to:

~~CAUTIONARY~~• ~~NOTE~~our ~~REGARDING~~ability ~~FORWARD-LOOKING~~to ~~STATEMENTS~~complete our initial Business Combination, including the PlusAI Business Combination (as defined below);

~~This~~• ~~Report~~our ~~(as~~expectations ~~defined~~regarding below), including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the ~~meaning~~potential ofperformance ~~Section 27A~~ of the ~~Securities~~prospective ~~Act~~target ~~(as~~business defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or ~~“should~~businesses,” ~~or,~~such in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as ~~defined~~the ~~below)~~business ~~and any other statements that are not statements~~ of ~~current~~PlusAI ~~or historical facts. These statements are based on Management’s~~ (as defined below) ~~current expectations, but actual results may differ materially due to various factors, including, but not limited to:~~ ;

• our ~~ability~~success toin ~~complete~~retaining or recruiting our officers, key employees or directors following our initial Business Combination;

• our ~~expectations~~officers ~~around~~and ~~the~~directors’ ~~performance~~ability ofto ~~the~~allocate ~~prospective~~sufficient ~~target~~time ~~business~~to orreviewing ~~businesses~~and considering our initial Business Combination, including considerations related to potential conflicts of interest;

• ~~our~~the ~~success~~potential inissues ~~retaining~~associated orwith ~~recruiting,~~entering orinto ~~changes~~a ~~required~~Business ~~in,~~Combination ~~our~~agreement ~~officers,~~with ~~key~~an ~~employees~~acquisition ortarget ~~directors~~that ~~following~~subsequently ~~our~~declines ~~initial~~in ~~Business~~value ~~Combination~~or is unprofitable;

• our ~~officers~~potential ~~and~~ability ~~directors~~to ~~allocating~~obtain ~~their~~additional ~~time~~financing to ~~other~~complete ~~businesses and potentially having conflicts of interest with~~ our ~~business or in approving our~~ initial Business Combination, asif ~~a result of which they would then receive expense reimbursements~~needed;

• the ~~potential~~ability ~~incentive~~of toour ~~consummate~~Management anTeam ~~initial~~(as ~~Business~~defined ~~Combination~~below) ~~with~~to angenerate ~~acquisition~~and ~~target~~execute ~~that~~on ~~subsequently~~potential ~~declines~~acquisition inopportunities ~~value~~that orwill isgenerate ~~unprofitable~~value for ~~public investors due to the low initial price for the Founder Shares (as defined below) paid by~~ our ~~Sponsor~~shareholders, ~~(as~~if ~~defined below)~~needed;

• our ~~potential~~public ~~ability~~securities’ topotential ~~obtain~~liquidity ~~additional~~and ~~financing to complete our initial Business Combination~~trading;

• ~~the~~our ability ofto ~~our~~use ~~Management~~proceeds ~~Team~~not held in the Trust Account (as defined below) toor ~~generate~~available ~~and~~to ~~execute~~us onfrom ~~potential~~interest ~~acquisition~~income ~~opportunities~~on ~~that~~the ~~will~~Trust ~~generate~~Account ~~value for our shareholders~~balance;

• our ~~public~~Trust ~~securities’~~Account ~~potential~~potentially ~~liquidity~~being ~~and~~subject ~~trading~~to claims of third parties;

• the ~~use~~value of ~~proceeds~~the ~~not~~Founder ~~held~~Shares infollowing completion of our initial Business Combination likely being substantially higher than the ~~Trust~~nominal ~~Account~~price paid for them, even if the trading price of our Public Shares (as defined below) orat ~~available~~such totime usis ~~from~~substantially ~~interest~~less ~~income~~than on the ~~Trust~~Redemption ~~Account~~Price ~~balance~~(as defined below);

• the impact on the amount held in the Trust Account, ~~not~~our ~~being~~capitalization, ~~subject~~principal shareholders and other effects on our Company (as defined below) or Management Team should we seek to ~~claims~~extend ofthe ~~third~~Combination ~~parties~~Period (as defined below) consistent with applicable laws, regulations and stock exchange rules;

• ~~the value of the Founder Shares following completion of~~ our ~~initial~~financial Business Combination likely being substantially higher than the nominal price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially less than the Redemption Price (as defined below)performance; or

• the ~~impact~~other onrisks ~~the~~and ~~amount~~uncertainties ~~held~~discussed in ~~the~~Item ~~Trust~~1A. ~~Account,~~“Risk ~~our~~Factors” ~~capitalization, principal shareholders and other impacts on the Company (as defined~~ below~~) or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations and stock exchange rules;~~.

•The forward-looking statements contained in this Report are based on our ~~financial~~current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not 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. 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.

•ii ~~the other risks and uncertainties discussed in “Item 1A. Risk Factors” below.~~

iiUnless otherwise stated in this Report, or the context otherwise requires, references to:

~~Table~~• of“2024 ~~Contents~~Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC (as defined below) on March 31, 2025;

~~Additionally,~~• in“2025 ~~2024,~~AGM” ~~the~~are ~~SEC (as defined below) adopted additional rules and regulations relating~~ to ~~SPACs~~our ~~(as~~annual ~~defined~~general ~~below).~~meeting The 2024 SPAC Rules (as defined below) require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of ~~interest~~shareholders ~~involving~~held ~~sponsors~~on ~~and~~December their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions. In addition19, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC and its management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto. 2025;

~~The~~• ~~forward-looking~~“Administrative ~~statements~~Support ~~contained~~Agreement” ~~in this Report~~ are ~~based~~to onthe ~~our~~Administrative ~~current~~Support ~~expectations~~Agreement, ~~and~~dated ~~beliefs~~May ~~concerning~~1, ~~future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks~~2024, ~~uncertainties (some of~~ which ~~are~~we ~~beyond~~entered ~~our~~into ~~control)~~with oran ~~other~~affiliate ~~assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more~~ of ~~these risks or uncertainties materialize, or should any of~~ our ~~assumptions~~Sponsor 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 adefined ~~result of new information, future events or otherwise, except as may be required under applicable securities laws.~~below);

~~Unless~~• ~~otherwise~~“Amended ~~stated~~and inRestated ~~this~~Articles” ~~Report,~~are orto ~~the~~our ~~context~~Amended ~~otherwise~~and ~~requires~~Restated Memorandum and Articles of Association, ~~references~~as ~~to:~~currently in effect;

• “~~2024 SPAC Rules~~ASC” are to the ~~rules~~FASB ~~and~~(as ~~regulations~~defined ~~for~~below) ~~SPACs~~Accounting ~~adopted~~Standards ~~by the SEC on January 24, 2024, which became effective on July 1, 2024~~Codification;

• “~~Administrative Support Agreement~~ASU” are to the ~~Administrative~~FASB ~~Support~~Accounting ~~Agreement,~~Standards ~~dated May 1, 2024, which we entered into with an affiliate of our Sponsor~~Update;

• “~~Amended~~Audit ~~and Restated Charter~~Committee” are to ~~our~~the ~~Amended~~audit ~~and~~committee ~~Restated~~of ~~Memorandum~~our ~~and~~Board ~~Articles~~ of ~~Association,~~Directors (as ~~amended~~defined ~~and restated, and currently in effect~~below);

• “~~ASU”~~Board ~~are~~of toDirectors” ~~the~~or ~~FASB~~“Board” ~~(as~~are ~~defined~~to ~~below)~~our ~~Accounting~~board ~~Standards~~of ~~Update~~directors;

• “~~Audit~~Business ~~Committee~~Combination” are to ~~the~~a ~~Audit~~merger, ~~Committee~~capital ofshare ~~our~~exchange, ~~Board~~asset ofacquisition, ~~Directors~~share ~~(as~~purchase, ~~defined~~reorganization ~~below)~~or similar business combination with one or more businesses;

• “~~Board~~Certifying ~~of Directors~~Officers” ~~or “Board”~~ are to our ~~board~~Chief ofExecutive ~~directors~~Officer and Chief Financial Officer, together;

• “~~Business~~Class ~~Combination~~A Ordinary Shares” are to aour ~~merger,~~Class ~~amalgamation,~~A ~~share~~ordinary ~~exchange~~shares, ~~asset~~par ~~acquisition,~~value ~~share~~$0.0001 ~~purchase,~~per ~~reorganization or similar business combination with one or more businesses~~share;

• “Class AB Ordinary Shares” are to our Class AB ordinary shares, par value $0.0001 per share;

• “~~Class~~Clawback ~~B Ordinary Shares~~Policy” are to our ~~Class~~Executive BCompensation ~~ordinary~~Clawback ~~shares~~Policy, ~~par~~adopted ~~value~~as ~~$0.0001~~of ~~per~~May ~~share~~1, 2024;

• “~~Combination Period~~Closing” are to the ~~24-month period, from the~~ closing of the ~~Initial~~PlusAI Public Offering to May 6, 2026 (or 27-month period, from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination ~~within 24 months from the closing of the Initial Public Offering to August 6, 2026), that we have to consummate an initial Business Combination (or such earlier date as determined by the Board)~~; ~~provided that the Combination Period may be extended pursuant to an amendment to the Amended and Restated Charter and consistent with applicable laws, regulations and stock exchange rules;~~

• “~~Companies~~Code ~~Act~~of Ethics” are to the ~~Companies~~Code ~~Act~~of ~~(As~~Business ~~Revised)~~Conduct ofand ~~the~~Ethics ~~Cayman~~we ~~Islands~~have adopted, aswhich ~~may~~is beapplicable ~~amended~~to ~~from~~our ~~time~~directors, toofficers ~~time~~and employees;

• “~~Company,~~Combination Period” ~~“our~~are to (i) the 24-month period,” “from the closing of the Initial Public Offering (as defined below) to May 6, 2026 (or August 6, 2026, if we have executed a letter of intent,” agreement in principle or ~~“us”~~definitive ~~are~~agreement for an initial Business Combination by May 6, 2026, such as the PlusAI Business Combination), that we have to ~~Churchill~~consummate ~~Capital~~an ~~Corp~~initial IXBusiness Combination, aor ~~Cayman~~(ii) ~~Islands~~such ~~exempted~~other ~~company~~period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules;

• “~~Continental~~Companies Act” are to ~~Continental~~the ~~Stock~~Companies ~~Transfer~~Act &(As ~~Trust~~Revised) ~~Company, trustee~~ of ~~our~~the ~~Trust~~Cayman ~~Account~~Islands, ~~and~~as ~~warrant~~may ~~agent~~be ofamended ~~our~~from ~~Public~~time ~~Warrants~~to ~~(as defined below)~~time;

~~iii~~• “Company,” “our,” “we,” or “us” are to Churchill Capital Corp IX, a Cayman Islands exempted company;

~~Table~~• “Compensation Committee” are to the compensation committee of ~~Contents~~our Board of Directors;

• “~~DWAC System~~Continental” are to ~~the~~Continental ~~Depository~~Stock Transfer & Trust Company’s, ~~Deposit/Withdrawal~~trustee Atof ~~Custodian~~our ~~System~~Trust Account and warrant agent of our Warrants (as defined below);

•iii ~~“Exchange Act” are to the Securities Exchange Act of 1934, as amended;~~

• “~~Excise~~Deferred ~~Tax~~Fee” are to the ~~U.S.~~additional ~~federal~~fee 1%of ~~excise~~$10,062,500 ~~tax~~to onwhich ~~certain~~the ~~repurchases~~Underwriters of(as ~~stock~~defined bybelow) ~~publicly~~are ~~traded~~entitled ~~U.S.~~that ~~domestic~~is ~~corporations~~payable ~~and~~only ~~certain~~upon ~~U.S.~~our ~~domestic~~completion ~~subsidiaries~~ of ~~publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by~~ the ~~Inflation~~initial ~~Reduction~~Business ~~Act of 2022~~Combination;

• “~~FASB~~Director Agreements” are to the ~~Financial~~Director ~~Accounting~~Agreement, ~~Standards~~dated ~~Board~~July 30, 2025, which we entered into with each of our independent directors, and pursuant to which we agreed to pay each director a cash compensation of $75,000 per annum;

• “~~Founder~~DWAC ~~Shares~~System” are to the ~~Class~~Depository BTrust ~~Ordinary~~Company’s ~~Shares~~Deposit/Withdrawal ~~initially~~At ~~purchased~~Custodian by our Sponsor prior to the Initial Public Offering and the Class A Ordinary Shares that will be issued (i) upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination or (ii) at the option of the holders thereof, as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares”)System;

• “~~GAAP~~Exchange Act” are to the ~~accounting~~Securities ~~principles~~Exchange ~~generally~~Act ~~accepted~~of in1934, ~~the~~as ~~United States of America~~amended;

• “~~IFRS~~Excise Tax” are to the ~~International~~U.S. ~~Financial~~federal ~~Reporting~~1% ~~Standards~~excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as ~~issued~~provided for by the ~~International~~Inflation ~~Accounting~~Reduction ~~Standards~~Act ~~Board~~of 2022;

• “~~Initial Public Offering~~FASB” ~~or “IPO”~~ are to the ~~initial~~Financial ~~public~~Accounting ~~offering~~Standards ~~that we consummated on May 6, 2024~~Board;

• “~~Investment~~First ~~Company~~PlusAI ~~Act~~Merger Agreement Amendment” are to Amendment No. 1 to the ~~Investment~~Agreement ~~Company~~and ~~Act~~Plan of ~~1940~~Merger and Reorganization, dated September 8, 2025, which we entered into with (i) PlusAI and (ii) the Merger Subs (as ~~amended~~defined below);

• “~~IPO~~Founder ~~Promissory Note~~Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that ~~certain~~will ~~unsecured~~be ~~promissory~~issued ~~note~~upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the ~~principal~~IPO ~~amount~~Registration Statement (as defined below) or (y) earlier at the option of upthe toholders ~~$600~~thereof,~~000~~ ~~issued~~as todescribed in the ~~Sponsor~~IPO onRegistration ~~December~~Statement; 18for the avoidance of doubt, ~~2023~~such Class A Ordinary Shares will not be “Public Shares” (as defined below);

• “~~IPO Registration Statement~~GAAP” are to the ~~Registration~~accounting ~~Statement~~principles ongenerally ~~Form~~accepted ~~S-1~~in ~~initially filed with~~ the ~~SEC~~United onStates ~~March~~of ~~22, 2024, as amended, and declared effective on May 1, 2024 (File No. 333-278192)~~America;

• “~~JOBS Act~~IFRS” are to the ~~Jumpstart~~International ~~Our~~Financial ~~Business~~Reporting ~~Startups~~Standards, ~~Act~~as ofissued ~~2012~~by the International Accounting Standards Board;

• “~~Letter~~Initial ~~Agreement~~Public Offering” or “IPO” are to the ~~Letter~~initial ~~Agreement,~~public ~~dated~~offering ~~May~~that ~~1, 2024, which~~ we ~~entered~~consummated ~~into~~on ~~with~~May ~~our~~6, ~~Sponsor and our directors and officers~~2024;

• “~~Management”~~Insider orTrading ~~our “Management Team~~Policy” are to ~~our~~the ~~executive~~insider ~~officers~~trading policies and ~~directors~~procedures we have adopted;

• “~~Nasdaq~~Investment Company Act” are to ~~The~~the ~~Nasdaq~~Investment ~~Stock~~Company ~~Market~~Act ~~LLC~~of 1940, as amended;

• “~~Nasdaq~~IPO ~~36-Month~~Promissory ~~Requirement~~Note” are to ~~the requirement pursuant to the Nasdaq Rules (as defined below)~~ that acertain ~~SPAC~~unsecured ~~must~~promissory ~~complete~~note ~~one~~in orthe ~~more~~principal ~~Business~~amount ~~Combinations~~of ~~within~~up 36to ~~months~~$600,000 ~~following~~issued ~~the~~to ~~effectiveness~~our ofSponsor ~~its~~on ~~initial~~December ~~public~~18, ~~offering registration statement~~2023;

• “~~Nasdaq~~IPO ~~Rules~~Registration Statement” are to the ~~continued~~Registration ~~listing~~Statement ~~rules~~on ofForm ~~Nasdaq~~S-1 initially filed with the SEC on March 22, 2024, as ~~they~~amended, ~~exist~~and asdeclared ofeffective ~~the~~on ~~date~~May of1, ~~this~~2024 ~~Report~~(File No. 333-278192);

• “~~Ordinary~~JOBS ~~Shares~~Act” are to the ~~Class~~Jumpstart AOur ~~Ordinary~~Business ~~Shares~~Startups ~~and~~Act ~~the~~of ~~Class B Ordinary Shares, together~~2012;

• “~~Option~~Letter ~~Units~~Agreement” are to the 3Letter Agreement,~~750,000~~ ~~units~~dated ofMay ~~our~~1, ~~Company~~2024, ~~that~~which ~~were~~we ~~purchased~~entered byinto ~~the~~with ~~underwriters~~our ofSponsor ~~the~~and ~~Initial~~our ~~Public~~directors ~~Offering~~and ~~pursuant to the full exercise of the Over-Allotment Option (as defined below)~~officers;

• ~~Ordinary Resolution~~“Management” ~~are~~or ~~to a resolution of~~ our ~~Company~~“Management ~~passed~~Team” byare ~~a simple majority of the votes cast by such shareholders as, being entitled~~ to ~~do so, vote in person or, where proxies are allowed, by proxy at a general meeting of~~ our ~~Company,~~executive ~~or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time)~~officers;

• “~~Over-Allotment~~Merger ~~Option~~Sub I” are to ~~the~~AL ~~45-day~~Merger ~~option~~Sub ~~that the underwriters of the Initial Public Offering had to purchase up to an additional 3~~I,~~750,000~~ ~~Option Units to cover over-allotments~~Inc., ifa ~~any,~~Delaware ~~pursuant~~corporation toand ~~the~~our ~~Underwriting Agreement (as defined below)~~direct, ~~which~~wholly-owned ~~was fully exercised~~subsidiary;

• “~~PCAOB~~Merger Sub II” are to ~~the~~AL ~~Public~~Merger ~~Company~~Sub ~~Accounting~~II, ~~Oversight~~LLC, ~~Board~~a ~~(United~~Delaware ~~States)~~limited liability company and our direct, wholly-owned subsidiary;

• “~~Permitted~~Merger ~~Withdrawals~~Subs” are to ~~amounts~~Merger ~~withdrawn~~Sub ~~from~~I ~~our Trust Account to (i) fund our working capital requirements, subject to an annual limit of $1,000,000,~~ and ~~(ii)~~Merger ~~pay~~Sub ~~our taxes~~II, ~~notwithstanding the $1,000,000 annual limitation applicable to working capital withdrawals~~together; ~~all Permitted Withdrawals can only be made from interest and not from the principal held in the Trust Account;~~

•iv “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering pursuant to the Private Placement Units Purchase Agreement (as defined below);

• “~~Private Placement Shares~~Nasdaq” are to ~~the~~The ~~Class~~Nasdaq AStock ~~Ordinary~~Market ~~Shares included within the Private Placement Units purchased by our Sponsor in the Private Placement~~LLC;

• “~~Private~~Nasdaq ~~Placement~~36-Month ~~Units~~Requirement” are to the ~~units~~requirement ~~issued~~pursuant to ~~our~~the ~~Sponsor~~Nasdaq inRules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the ~~Private~~effectiveness ~~Placement~~of its initial public offering registration statement;

• “~~Private~~Nasdaq ~~Placement Units Purchase Agreement~~Rules” are to the ~~Private~~continued ~~Placement~~listing ~~Units~~rules ~~Purchase~~of ~~Agreement~~Nasdaq, ~~dated~~as ~~May~~they 1,exist ~~2024,~~as ~~which~~of wethe ~~entered~~date ~~into~~of ~~with~~this ~~our Sponsor~~Report;

iv• “Option Units” are to the 3,750,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below);

~~Table~~• “Ordinary Resolution” are to a resolution of ~~Contents~~our Company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of our Company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time);

• “~~Private~~Ordinary ~~Placement Warrants~~Shares” are to the ~~warrants~~Class ~~included~~A ~~within~~Ordinary ~~the~~Shares ~~Private~~and ~~Placement~~the ~~Units~~Class ~~purchased~~B byOrdinary ~~our~~Shares, ~~Sponsor in the Private Placement~~together;

• “~~Public~~Over-Allotment ~~Shares~~Option” are to the ~~Class~~45-day Aoption ~~Ordinary~~that ~~Shares~~the ~~sold~~Underwriters ashad ~~part~~to ofpurchase ~~the~~up ~~Public~~to ~~Units~~an ~~(as~~additional ~~defined~~3,750,000 ~~below)~~Option inUnits ~~our~~to ~~Initial~~cover ~~Public~~over-allotments, ~~Offering~~if ~~(whether~~any, ~~they~~pursuant ~~were~~to ~~purchased~~the inUnderwriting ~~our~~Agreement ~~Initial~~(as ~~Public~~defined ~~Offering~~below), orwhich ~~thereafter~~was infully ~~the open market)~~exercised;

• “~~Public Shareholders~~PCAOB” are to the ~~holders of our~~ Public ~~Shares,~~Company ~~including~~Accounting ~~the~~Oversight ~~Sponsor~~Board ~~and~~(United our Management Team to the extent the Sponsor and/or the members of our Management Team purchase Public Shares, provided that the Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public SharesStates);

• “~~Public~~Permitted ~~Units~~Withdrawals” are to ~~the~~amounts ~~units~~withdrawn ~~sold~~from inour Trust Account to (i) fund our ~~Initial~~working ~~Public~~capital ~~Offering~~requirements, ~~which~~subject ~~consist~~to an annual limit of ~~one~~$1,000,000, ~~Public~~and ~~Share~~(ii) pay our taxes, notwithstanding the $1,000,000 annual limitation applicable to working capital withdrawals; all Permitted Withdrawals can only be made from interest and ~~one-quarter~~not offrom ~~one~~the ~~Public~~principal ~~Warrant~~held in the Trust Account;

• “~~Public~~PlusAI ~~Warrants~~Business Combination” are to the ~~redeemable~~transactions ~~warrants~~contemplated ~~sold~~by ~~as part of~~ the ~~Public~~PlusAI ~~Units~~Merger inAgreement ~~our~~and ~~Initial~~the ~~Public~~related ~~Offering~~ancillary ~~(whether~~documents, ~~they were subscribed for in our Initial Public Offering or purchased in the open market)~~collectively;

• “~~Redemption Price~~PlusAI” are to ~~the~~Plus ~~pro rata redemption price in any redemption we expect to pay~~Automation, ~~which was approximately $10~~Inc.~~30 per Public Share as of December 31~~, ~~2024~~a ~~(before~~Delaware ~~taxes payable, if any)~~corporation;

• “~~Registration~~PlusAI ~~Rights~~Merger Agreement” are to the ~~Registration~~Agreement ~~Rights~~and ~~Agreement~~Plan of Merger and Reorganization, dated ~~May~~June 15, ~~2024~~2025 and as amended by the (x) First PlusAI Merger Agreement Amendment and (y) Second PlusAI Merger Agreement Amendment (as defined below), which we entered into with ~~the~~(i) ~~Sponsor~~PlusAI and (ii) the ~~holders~~Merger ~~party thereto~~Subs;

• “~~Report~~PlusAI Registration Statement” are to ~~this~~the ~~Annual~~Registration ~~Report~~Statement on Form 10S-K4, ~~for~~which includes a proxy statement/prospectus, in connection with the ~~fiscal~~PlusAI ~~year~~Business ~~ended~~Combination, ~~December~~initially 31filed with the SEC on September 19, ~~2024~~2025, as amended, and declared effective on January 12, 2026 (File No. 333-290370);

• “~~Sarbanes~~Post-~~Oxley~~Closing ~~Act~~Company” are to PlusAI Holdings, Inc., the ~~Sarbanes-Oxley~~public ~~Act~~entity (formerly named Churchill Capital Corp IX) following the consummation of ~~2002~~the PlusAI Business Combination;

• “~~SEC~~Private Placement” are to the ~~U.S.~~private ~~Securities~~placement ~~and~~of ~~Exchange~~Private ~~Commission~~Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement (as defined below);

• “~~Securities~~Private ~~Act~~Placement Shares” are to the ~~Securities~~Class ~~Act~~A ofOrdinary ~~1933,~~Shares included within the Private Placement Units (as ~~amended~~defined below) purchased by our Sponsor in the Private Placement;

• “~~SPACs~~Private Placement Units” are to ~~special~~the ~~purpose~~units ~~acquisition~~issued ~~companies~~to our Sponsor in the Private Placement;

• “~~Special~~Private ~~Resolution~~Placement Units Purchase Agreement” are to ~~a resolution of our Company passed by at least a two-thirds (2/3) majority of~~ the ~~votes~~Private ~~cast~~Placement byUnits ~~such~~Purchase ~~shareholders as~~Agreement, ~~being~~dated ~~entitled~~May ~~to do so~~1, ~~vote in person or~~2024, ~~where~~which ~~proxies~~we ~~are~~entered ~~allowed,~~into bywith ~~proxy at a general meeting of~~ our Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time)Sponsor;

• “~~Sponsor~~Private Placement Warrants” are to ~~Churchill~~the ~~Sponsor~~warrants IXincluded ~~LLC,~~within athe ~~Delaware~~Private ~~limited~~Placement ~~liability~~Units ~~company~~purchased by our Sponsor in the Private Placement;

•v “Trust Account” are to the U.S.-based trust account in which an amount of $287.5 million from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering;

• “~~Trust~~Public ~~Agreement~~Shareholders” are to the ~~Investment~~holders ~~Management~~of ~~Trust~~our ~~Agreement~~Public Shares, ~~dated~~including ~~May~~our 1,Sponsor ~~2024,~~and ~~which~~Management weTeam ~~entered~~to ~~into~~the ~~with~~extent ~~Continental~~our Sponsor and/or the members of our Management Team purchase Public Shares, asprovided ~~trustee~~that our Sponsor’s and each member of ~~the~~our ~~Trust~~Management ~~Account~~Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares;

• “~~Underwriting~~Public ~~Agreement~~Shares” are to the ~~Underwriting~~Class ~~Agreement,~~A ~~dated~~Ordinary ~~May~~Shares 1,sold ~~2024,~~as ~~which~~part weof ~~entered~~the ~~into~~Public ~~with~~Units ~~Citigroup~~(as ~~Global~~defined ~~Markets~~below) ~~Inc.,~~in asour ~~representative~~Initial ofPublic ~~the~~Offering ~~several~~(whether ~~underwriters~~they ofwere ~~the~~purchased in our Initial Public Offering or thereafter in the open market);

• “Public Units” are to the units sold in our Initial Public ~~Units~~Offering, which consist of one Public Share and ~~the~~one-quarter ~~Private~~of ~~Placement~~one ~~Units,~~Public ~~together~~Warrant (as defined below);

• “Public Warrants” are to the ~~Private~~redeemable ~~Placement~~warrants ~~Warrants~~sold ~~and~~as part of the Public ~~Warrants,~~Units ~~together~~in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

• “~~Withum~~Redemption Price” are to ~~WithumSmith+Brown~~the pro rata redemption price in any redemption we expect to pay, PCwhich was approximately $10.70 per Public Share as of December 31, ~~our~~2025 ~~independent~~(before ~~registered~~taxes ~~public~~payable, ~~accounting~~if ~~firm~~any); ~~and~~

• “~~Working~~Registration ~~Capital~~Rights ~~Loans~~Agreement” are to ~~funds~~the ~~that,~~Registration inRights ~~order~~Agreement, todated ~~provide~~May ~~working~~1, ~~capital~~2024, orwhich ~~finance~~we ~~transaction~~entered ~~costs~~into ~~in connection~~ with ~~a Business Combination,~~ the Sponsor orand ~~an affiliate of~~ the ~~Sponsor~~other orholders ~~certain~~party ~~of our directors and officers may, but are not obligated to, loan us.~~thereto;

v• “Report” are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025;

~~Table~~• “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of ~~Contents~~2002, as amended;

~~PART~~• I“SEC” are to the U.S. Securities and Exchange Commission;

~~Item~~• “SEC Clawback Rule” are to Rule 10D-1~~. Business.~~ under the Exchange Act;

~~Overview~~• “Second PlusAI Merger Agreement Amendment” are to Amendment No. 2 to the Agreement and Plan of Merger and Reorganization, dated September 18, 2025, which we entered into with (i) PlusAI and (ii) the Merger Subs;

We• ~~are~~“Securities aAct” ~~blank~~are ~~check~~to ~~company incorporated as a Cayman Islands exempted company and formed for~~ the ~~purpose~~Securities Act of ~~effecting a merger~~1933, ~~amalgamation,~~as share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any Business Combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. We may pursue an initial Business Combination in any business or industry but expect to focus on a target in an industry where we believe our Management Team and founder’s expertise will provide us with a competitive advantage. amended;

~~Our~~• ~~founder,~~“SPAC” ~~Michael~~are Klein, is also the founder and managing partner of M. Klein and Company, which he founded in 2012. M. Klein and Company is a global strategic advisory firm that provides its clients with a variety of advice tailored to ~~their objectives. Mr. Klein is~~ a ~~strategic~~special ~~advisor~~purpose toacquisition global companies, boards of directors, senior executives, governments, and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 35-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Brothers and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for Global Corporate and Investment Banking and Global Transaction Services across Citi. In his role as Co-Chief Executive Officer, he was responsible for all relationship, advisory, underwriting, and capital markets issuance activity. company;

~~Mr. Klein~~• ~~was~~“Special ~~previously~~Resolution” ~~Chief~~are ~~Executive~~to ~~Officer~~a resolution of ~~Global~~our ~~Banking~~Company atpassed ~~Citi,~~by ~~Chief~~at ~~Executive~~least ~~Officer~~a oftwo-thirds ~~Citi~~(2/3) ~~Markets &~~majority ~~Banking, Europe, and Co-Head~~ of ~~Global~~the ~~Investment~~votes ~~Banking~~cast ~~for~~by ~~Salomon~~such ~~Smith~~shareholders ~~Barney~~as, ~~for~~being ~~the~~entitled ~~decade~~to ~~prior.~~do ~~In early 1999~~so, hevote ~~was~~in ~~given~~person ~~responsibility~~or, ~~for~~where ~~the~~proxies ~~expansion~~are ofallowed, ~~the~~by ~~firm’s~~proxy ~~European~~at ~~investment~~a ~~banking~~general ~~business.~~meeting Aof ~~major~~our ~~step~~Company inof ~~that~~which ~~development~~notice ~~was~~specifying the ~~merger,~~intention into ~~May~~propose ~~2000,~~the ofresolution ~~Salomon~~as ~~Smith~~a ~~Barney’s~~special ~~European~~resolution ~~operation~~has ~~with~~been ~~Schroders~~duly given, or a ~~leading~~resolution UKapproved ~~and~~in ~~European~~writing ~~Merchant~~by ~~Bank.~~all ~~Prior to becoming Co-Head~~ of the ~~Global~~holders ~~Investment~~of ~~Bank, he had been responsible for~~ the ~~firm’s~~issued ~~Global~~shares ~~Financial~~entitled ~~Entrepreneurs~~to ~~and~~vote ~~Private~~on ~~Equity~~such ~~Groups,~~matter a(or ~~leading~~such ~~provider~~lower ofthreshold ~~acquisition~~as ~~ideas~~may ~~and~~be ~~financing~~allowed ~~for~~under ~~leading~~the ~~private~~Companies ~~equity~~Act ~~sponsors.~~from Wetime ~~seek~~ to ~~capitalize on the experience and expertise of our founder.~~ time);

~~Mr. Klein~~• ~~has~~“Sponsor” ~~significant~~are ~~experience running investment banking and advisory organizations with an overarching mission of providing high quality deal sourcing and transactional advice~~ to aChurchill ~~broad~~Sponsor ~~range~~IX ~~of clients. For example~~LLC, ~~in 2018, Mr. Klein co-founded and became Chairman of the Board of Directors of CCC,~~ a ~~SPAC~~Delaware ~~that~~limited ~~completed~~liability a $690 million initial public offering in September 2018 and merged in May 2019 with Clarivate, a provider of comprehensive intellectual property and scientific information, analytical tools, and services. company;

In• ~~April~~“Trust ~~2019,~~Account” ~~Mr. Klein~~are ~~founded~~to ~~and became Chief Executive Officer and Chairman of~~ the ~~Board of Directors of Churchill Capital Corp II, a SPAC that completed a $690 million initial public offering in July 2019~~U. ~~In June 2021, Churchill Capital Corp II merged with both Software Luxembourg Holding~~ S.A.-based ~~(“Skillsoft”),~~trust aaccount ~~provider~~in ofwhich ~~digital~~an ~~learning~~amount ~~and talent management solutions, and Global Knowledge Training LLC, a provider~~ of ~~IT and professional skills development. In October 2019~~$287, ~~Mr. Klein founded and became Chief Executive Officer~~500,000 ~~President~~from ~~and Chairman of~~ the ~~Board~~net ofproceeds ~~Directors~~ of ~~Churchill~~the ~~Capital~~sale Corp III, a SPAC that completed a $1.1 billion initial public offering in February 2020. In October 2020, Churchill Capital Corp III merged with Claritev (f/k/a MultiPlan, Inc.), a technology-enabled provider of ~~end-to-end healthcare cost management solutions. In April 2020, Mr. Klein founded and became Chief Executive Officer, President and Chairman of~~ the ~~Board~~Public ofUnits ~~Directors of Churchill Capital Corp IV, a SPAC that completed a $2.07 billion initial public offering~~ in ~~August~~the ~~2020.~~Initial InPublic ~~July~~Offering ~~2021, Churchill Capital Corp IV merged with Lucid Group, Inc., a manufacturer of luxury electric vehicles. In May 2020, Mr. Klein founded~~ and ~~became Chief Executive Officer, President and Chairman of~~ the ~~Board~~Private ofPlacement ~~Directors~~Units ~~of blank check companies Churchill Capital Corp V, formed~~ in ~~2020,~~the ~~and~~Private ~~Churchill~~Placement ~~Capital~~was ~~Corp~~placed VIfollowing and VII, formed in 2021. Churchill Capital Corp V, VI and VII, did not consummate business combinations and were liquidated in October 2023, December 2023, and August 2024, respectively. In March 2021, Mr. Klein founded and became Chief Executive Officer and Chairman of the ~~Board~~closing of Directors of AltC Acquisition Corp., which completed its $500 million initial public offering in July 2021. In May 2024, AltC Acquisition Corp. merged with Oklo Inc. (“Oklo”), a fission technology and nuclear fuel recycling company which seeks to provide clean, reliable, affordable energy globally through the ~~design~~Initial ~~and~~Public ~~deployment of next-generation fast reactor technology.~~ Offering;

• “Trust Agreement” are to the Investment Management Trust Agreement, dated May 1, 2024, which we entered into with Continental, as trustee of the Trust Account;

~~Table~~• “Underwriters” are to the several underwriters of ~~Contents~~the Initial Public Offering;

~~Our~~• ~~Chief~~“Underwriting ~~Financial~~Agreement” ~~Officer,~~are ~~Jay~~to ~~Taragin, has held this position since December 2023 and is also~~ the ~~Chief~~Underwriting ~~Financial Officer since March 2021 of M. Klein and Company~~Agreement, ~~which~~dated ~~he joined in~~ May ~~2019. Prior to joining M. Klein and Company~~1, ~~Mr. Taragin served as the US Scotiabank Chief Financial Officer from 2013 to 2017. Prior to Scotiabank~~2024, ~~Mr. Taragin~~which ~~held~~we aentered ~~Chief~~into ~~Operating~~with ~~and~~Citigroup ~~Financial~~Global ~~Officer~~Markets ~~role from 2009 to 2012 at a mortgage hedge fund and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009~~Inc. ~~In addition~~, ~~Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers~~ as arepresentative ~~senior auditor and accountant. Mr. Taragin is a CPA and holds a master’s degree in business administration from New York University Stern School~~ of ~~Business~~the ~~and a bachelor’s degree from Yeshiva University.~~ Underwriters;

We• ~~believe~~“Units” ~~that our Management Team and M. Klein and Company, which is an affiliate of our Sponsor,~~ are ~~well positioned~~ to identify and execute attractive Business Combination opportunities. Our objectives are to generate attractive returns for shareholders and enhance value through selecting a high-quality target at an attractive valuation, negotiating favorable acquisition terms for our shareholders and improving operational performance of the ~~acquired~~Private ~~company.~~Placement WeUnits ~~expect to favor potential target companies with certain industry~~ and ~~business characteristics. Key industry characteristics include compelling long-term growth prospects, opportunities to affect valuation improvements at~~ the ~~company,~~Public ~~attractive competitive dynamics and consolidation opportunities. Key business characteristics include competitive advantages~~Units, ~~significant potential~~together; ~~streams of recurring revenue, opportunity for operational improvement, attractive steady-state margins, high incremental margins and attractive free cash flow characteristics.~~

M.vi Klein and Company has established an entity within the firm, Archimedes Advisors LLC, which consists of operating partners (“Operating Partners”) who assist us in sourcing potential acquisition targets and creating long-term value in the Business Combination for us. These Operating Partners are comprised of former senior operating executives of leading S&P 500 companies across multiple sectors and industries, including consumer, industrial, materials, energy, mining, chemicals, finance, data, software, enterprise technology, and media. With our breadth of sector coverage and deep operational expertise, we believe we can review a wide range of targets to find the most attractive target for our shareholders. Each Operating Partner has held senior leadership positions with companies where they have a proven strong track record of creating shareholder value, organically and through transformational acquisitions or corporate restructurings, as well as extensive relationships with owners and operators of companies within their respective industries. In addition to assisting in the sourcing of a potential transaction, one Operating Partner is expected to join the acquired company as a director or in another senior executive capacity in order to enhance shareholder value by improving the operational performance of the company and undertaking broader strategic initiatives.

To• ~~best~~“Warrant ~~align~~Agreements” ~~the~~are ~~incentives of Operating Partners with our shareholders, each Operating Partner will be eligible~~ to ~~share in a portion of~~ the ~~appreciation~~(i) inPublic ~~Founder~~Warrant ~~Shares~~Agreement, ~~and~~dated ~~Private~~May ~~Placement~~1, ~~Units~~2024, ~~provided~~which ~~that~~ we ~~successfully~~entered ~~complete~~into awith ~~Business~~Continental, ~~Combination.~~as ~~The~~Public ~~Operating~~Warrant ~~Partner~~agent ~~that~~and ~~takes~~(ii) onPrivate aWarrant ~~director~~Agreement, ~~substantial~~dated ~~senior~~May ~~executive~~1, ~~or operating role at the acquired company~~2024, onwhich awe ~~post-Business~~entered ~~Combination~~into ~~basis, will acquire additional Founder Shares from M. Klein and Company and will have a vesting schedule that is highly aligned~~ with shareholder interests by requiring value creation for shareholders. Operating Partners will not receive any cash compensation from us prior to a Business Combination. We believe that the combination of our Management TeamContinental, M.as ~~Klein~~Private ~~and~~Placement ~~Company~~Warrant ~~and its Operating Partners and our Board of Directors is an innovative approach to identifying potential high quality Business Combination targets and aligns incentives with our shareholders~~agent, ~~providing us with distinctive and differentiated capabilities to create shareholder value.~~ together;

~~With~~• ~~respect~~“Warrants” are to the ~~foregoing~~Private ~~experiences~~Placement ofWarrants ~~our Management, M. Klein~~ and Company and our Strategic and Operating Partners, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial Business Combination or (ii) of success with respect to any Business Combination we may consummate. Our shareholders should not rely on the ~~historical~~Public ~~record of our Management’s~~Warrants, ~~M. Klein and Company’s or our Strategic and Operating Partners’ performance as indicative of our future performance.~~ together;

~~The~~• ~~2024~~“WCL ~~SPAC~~Conversion ~~Rules~~Units” ~~may~~are ~~materially~~the ~~affect~~units of our ~~ability~~Company tothat ~~negotiate~~may ~~and~~be ~~complete~~issued ~~our~~upon ~~initial~~conversion ~~Business~~of ~~Combination~~the ~~and~~total ~~may~~principal ~~increase~~amount of the ~~costs~~WCL ~~and~~Promissory ~~time~~Note ~~related~~(as ~~thereto.~~defined below) on the date of a Business Combination;

~~Initial~~• ~~Public~~“WCL ~~Offering~~Promissory Note” are to the unsecured promissory note we issued to the Sponsor on December 2, 2025 in the aggregate principal amount of up to $1,500,000 for Working Capital Loans (as defined below) the Sponsor may make to us;

On• ~~May 6,~~“Withum” ~~2024,~~are ~~we consummated our Initial Public Offering of 28,750,000 Public Units, including 3,750,000 Option Units issued pursuant~~ to ~~the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-quarter of one Public Warrant~~WithumSmith+Brown, ~~with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Public Units were sold at a price of $10.00 per Unit~~PC, ~~generating~~our ~~gross~~independent ~~proceeds~~registered topublic usaccounting offirm; ~~$287,500,000.~~ and

2• “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us.

~~Table~~vii ~~of Contents~~

~~Simultaneously~~PART ~~with~~I the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of an aggregate of 725,000 Private Placement Units to our Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $7,250,000.

AItem 1. total of $287,500,000, comprised of $283,558,750 of the proceeds from the Initial Public Offering (which amount includes $10,062,500 of the underwriter’s deferred discount) and $3,941,250 of the proceeds of the Private Placement, was placed in the Trust Account maintained by Continental, acting as trusteeBusiness.

ItOverview is the job of our Sponsor and Management to complete our initial Business Combination. We must complete our initial Business Combination by May 6, 2026 (or by August 6, 2026 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by May 6, 2026), the end of our Combination Period. If our initial Business Combination is not consummated by the end of our Combination Period, then, unless our Board of Directors shall otherwise determine, our existence will terminate, and we will distribute all amounts in the Trust Account.

We ~~may~~are ~~seek~~a toblank ~~extend~~check ~~the~~company ~~Combination~~incorporated ~~Period~~on ~~consistent with applicable laws~~December 18, ~~regulations~~2023 ~~and~~as ~~stock~~a ~~exchange~~Cayman ~~rules~~Islands byexempted ~~amending~~company ~~our Amended~~ and ~~Restated~~formed ~~Charter.~~for ~~Such an amendment would require~~ the ~~approval~~purpose of ~~our~~effecting ~~Public~~a ~~Shareholders,~~Business ~~who~~Combination ~~will~~with beone ~~provided~~or ~~the~~more ~~opportunity~~businesses toor ~~redeem~~entities. ~~all~~We ormay apursue ~~portion~~an ofinitial ~~their~~Business ~~Public~~Combination ~~Shares~~ in ~~connection~~any ~~with~~business ~~the~~or ~~vote~~industry. onTo ~~such~~date, ~~approval.~~our ~~Such~~efforts ~~redemptions~~have ~~will~~been ~~decrease~~limited ~~the~~to ~~amount~~(i) organizational ~~held~~activities, in(ii) activities ~~our~~related ~~Trust~~to ~~Account~~our ~~and~~Initial ~~our~~Public ~~capitalization~~Offering, and ~~may~~(iii) searching ~~affect~~for ~~our~~and ~~ability~~consummating toa ~~maintain~~Business ~~our listing on Nasdaq. In addition~~Combination, including the ~~Nasdaq~~PlusAI ~~Rules~~Business ~~currently~~Combination ~~require SPACs~~ (~~such~~ as usdescribed below). toWe ~~complete~~have ~~our~~generated ~~initial~~no ~~Business~~operating ~~Combination~~revenues into ~~accordance~~date, ~~with~~and ~~the Nasdaq 36-Month Requirement. If~~ we do not ~~meet~~expect ~~the~~that ~~Nasdaq~~we ~~36-Month Requirement, our securities~~ will ~~likely~~generate beoperating ~~subject~~revenues tountil awe ~~suspension~~consummate ofour ~~trading~~initial ~~and~~Business ~~delisting from Nasdaq~~Combination.

~~Business~~Initial ~~Strategy~~Public Offering

Our ~~strategy~~IPO isRegistration Statement became effective on May 1, 2024. On May 6, 2024, we consummated our Initial Public Offering of 28,750,000 Public Units, including 3,750,000 Option Units issued pursuant to: the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-quarter of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $287,500,000.

•Simultaneously ~~leverage~~with the ~~strategic~~closing of the Initial Public Offering and ~~transactional~~pursuant ~~experience~~to the Private Placement Units Purchase Agreement, we completed the private sale of ~~our~~an ~~founder~~aggregate of 725,000 Private Placement Units to ~~bring~~our ~~advice~~Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $7,250,000. The Private Placement Units (and ~~attention~~underlying securities) are identical to ~~potential~~the ~~Business~~Public ~~Combination~~Units ~~targets;~~(and underlying securities), except as otherwise disclosed in the IPO Registration Statement.

•A ~~deliver~~total ~~creative~~of ~~approaches~~$287,500,000, tocomprised ~~transaction~~of ~~sourcing;~~$283,558,750 of the proceeds from the Initial Public Offering (which amount includes the Deferred Fee of $10,062,500) and $3,941,250 of the proceeds of the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

•It ~~utilize~~is the job of our Sponsor and Management to complete our initial Business Combination. We must complete our initial Business Combination by May 6, 2026 (or by August 6, 2026 if we have executed a letter of intent, agreement in principle or definitive agreement for an ~~understanding~~initial Business Combination, such as the PlusAI Merger Agreement, by May 6, 2026), the end of ~~global~~our ~~financial~~Combination ~~markets~~Period. ~~and~~If ~~events~~our initial Business Combination is not consummated by (i) the end of our Combination Period, ~~financing~~(ii) such earlier liquidation date as our Board may approve or (iii) such later date as our shareholders may approve pursuant to the Amended and Restated Articles our existence will terminate, and ~~overall~~we ~~corporate~~will ~~strategy~~distribute ~~options~~all amounts in the Trust Account as described elsewhere in this Report.

~~Our~~We ~~selection~~may ~~process~~seek ~~leverages~~to ~~our~~extend ~~founder’s~~the ~~and~~Combination ~~our~~Period ~~Strategic~~consistent ~~and~~with ~~Operating~~applicable ~~Partners’~~laws, ~~network~~regulations ofand ~~industry,~~stock ~~venture~~exchange ~~capital~~rules ~~sponsor,~~by ~~private~~amending ~~equity~~our ~~sponsor,~~Amended ~~credit~~and ~~fund~~Restated ~~sponsor~~Articles. ~~and~~Any ~~lending~~such ~~community~~amendment ~~relationships~~would asrequire ~~well~~the asapproval ~~relationships~~of ~~with~~our ~~management~~Public ~~teams~~Shareholders, ofwho ~~public~~will ~~and~~be ~~private~~provided ~~companies,~~the ~~investment~~opportunity ~~bankers,~~to ~~restructuring~~redeem ~~advisors,~~all ~~attorneys~~or ~~and~~a ~~accountants,~~portion ~~which~~of wetheir ~~believe~~Public ~~should~~Shares ~~provide~~in usconnection with athe ~~number~~vote ofon ~~Business~~such ~~Combination opportunities~~approval. WeSuch ~~deploy~~redemptions awill ~~proactive,~~decrease ~~thematic~~the ~~sourcing~~amount ~~strategy~~held in our Trust Account and ~~focus~~our oncapitalization, ~~companies~~and ~~where~~may weaffect ~~believe~~our ~~the~~ability ~~combination~~to ofmaintain our ~~operating~~listing ~~experience,~~on ~~relationships~~Nasdaq. In addition, ~~capital~~the ~~and~~Nasdaq ~~capital~~Rules ~~markets~~currently ~~expertise~~require ~~can~~SPACs be(such ~~catalysts~~as us) to ~~transform~~complete atheir ~~target~~initial ~~company~~Business ~~and~~Combination ~~can~~in ~~help~~accordance ~~accelerate~~with the ~~target’s~~Nasdaq ~~growth~~36-Month ~~and performance~~Requirement. ~~Members~~If ofwe ~~our~~do ~~Management~~not ~~Team,~~meet M.the ~~Klein~~Nasdaq ~~and~~36-Month ~~Company~~Requirement, our ~~Strategic~~securities ~~and~~will ~~Operating~~likely ~~Partners~~be ~~are~~subject ~~communicating~~to ~~with~~suspension ~~their network~~ of ~~relationships~~trading toand ~~articulate~~delisting ~~our~~from ~~initial~~Nasdaq. ~~Business~~Our ~~Combination~~Sponsor ~~criteria~~may also, ~~including~~in ~~the~~its ~~parameters~~discretion, ofconsider ~~our~~selling ~~search~~its ~~for~~interest ain ~~target~~our ~~business,~~Company ~~and~~to weanother ~~have~~sponsor ~~begun~~entity, ~~the~~which ~~disciplined~~may ~~process~~result ofin ~~pursuing~~a ~~and~~change ~~reviewing~~to ~~promising~~our ~~leads~~Management Team.

~~Our~~PlusAI ~~Management~~Business ~~Team~~Combination ~~and M. Klein and Company have experience in:~~

•The ~~sourcing~~below subsection describes the material provisions of the PlusAI Merger Agreement, ~~structuring~~but does not purport to describe all the terms thereof. This summary of the PlusAI Merger Agreement is qualified in its entirety by reference to the complete text of the PlusAI Merger Agreement, ~~acquiring~~First PlusAI Merger Agreement Amendment and ~~selling~~Second ~~businesses;~~PlusAI Merger Agreement Amendment, copies of which are filed with the Report as Exhibits 2.1, 2.2 and 2.3, respectively, and incorporated by reference herein. Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the PlusAI Merger Agreement. Unless otherwise indicated, this Report does not assume the Closing.

•1 ~~fostering relationships with sellers, capital providers and target management teams;~~

•General ~~negotiating~~Description ~~transactions~~of ~~favorable~~the toPlusAI ~~investors;~~Merger Agreement

•On ~~executing~~June 5, ~~transactions~~2025, inwe ~~multiple~~entered ~~geographies~~into the PlusAI Merger Agreement with (i) PlusAI and ~~under~~(ii) the ~~varying~~Merger ~~economic~~Subs. Pursuant to the PlusAI Merger Agreement, and ~~financial~~on ~~market~~the terms and subject to the satisfaction or waiver of the conditions; set forth therein, the parties thereto intend to effect a Business Combination transaction by which Merger Sub I will merge with and into PlusAI, with PlusAI continuing as the surviving corporation and our wholly-owned subsidiary (the “First Merger”), and immediately following the First Merger, the surviving corporation of the First Merger will merge with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers”). The PlusAI Business Combination is expected to be consummated following the receipt of the required approval by the shareholders of our Company and PlusAI, and the satisfaction or waiver of certain other closing conditions set forth in the PlusAI Merger Agreement.

•On ~~accessing~~September 8, 2025, we entered into the ~~capital~~First ~~markets,~~PlusAI ~~including~~Merger ~~financing~~Agreement ~~businesses~~Amendment with (i) PlusAI and ~~helping~~(ii) the ~~companies~~Merger ~~transition~~Subs to ~~public~~clarify ~~ownership~~that shares of PlusAI Common Stock (as defined below) issued as a result of the exercise of PlusAI Options (as defined below) issued pursuant to a certain PlusAI compensation plan will be exchanged, at the Closing of the Mergers, for the right to receive shares of SPAC Class B Common Stock (as defined below) equal to the Exchange Ratio (as defined below).

3On September 18, 2025, we entered into the Second PlusAI Merger Agreement Amendment with (i) PlusAI and (ii) the Merger Subs to remove the closing condition that we must have $100 million in Available Closing SPAC Cash.

~~Table~~The ofDomestication ~~Contents~~

MSubject to obtaining the required shareholder approvals and at least one day prior to the time of the Closing (the date on which the Closing occurs, the “Closing Date”) of the Mergers, we will deregister as a Cayman Islands exempted company and transfer by way of continuation to and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). ~~Klein~~In connection with the Domestication, we will file with the Secretary of State of the State of Delaware a certificate of incorporation (the “Domesticated SPAC Charter”). Among other things, the Domesticated SPAC Charter will change our name to “PlusAI Holdings, Inc.” (such company after the Domestication, “Domesticated SPAC”) and ~~Company’s~~set ~~Operating~~forth ~~Partners~~the ~~have~~rights ~~experience~~and ~~in:~~preferences of the equity interests of Domesticated SPAC, including following the completion of the Mergers.

•Immediately ~~operating~~prior ~~companies~~to the Domestication, ~~setting~~each of our then issued and ~~changing~~outstanding ~~strategies~~Class B Ordinary Shares, will be converted, on a one-for-one basis, into our Class A Ordinary Shares. Pursuant to the Domestication: (i) each of the then issued and ~~identifying~~outstanding Class Ordinary A Shares will convert automatically, ~~monitoring~~on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Domesticated SPAC (the “SPAC Class A Common Stock”); (ii) each of the then issued and ~~recruiting~~outstanding ~~world~~Warrants will convert automatically into a warrant to acquire a corresponding number of shares of SPAC Common Stock (as defined below), on a one-~~class~~for-one basis, ~~talent~~pursuant to the Warrant Agreements (each warrant, a “SPAC Warrant”); and (iii) each of our then issued and outstanding Units will be canceled and each holder will be entitled to one share of SPAC Common Stock and one-quarter of one Domesticated SPAC Warrant.

•Consideration ~~acquiring and integrating companies; and~~

•The ~~developing~~value of the aggregate consideration to be paid to the stockholders and ~~growing~~vested ~~companies~~equityholders of PlusAI at the Closing will be based on a pre-money equity value of PlusAI of $1,200,000,000, ~~both~~subject ~~organically~~to certain closing adjustments set forth in the PlusAI Merger Agreement, including as increased by an amount equal to the net proceeds raised by PlusAI pursuant to a bona fide equity financing transaction prior to the Closing (such aggregate consideration, the “Equity Value”). The Equity Value will be used to calculate the Exchange Ratio. Each outstanding share of capital stock of PlusAI, subject to certain exceptions set forth in the PlusAI Merger Agreement, will be cancelled and ~~through~~converted ~~acquisitions~~into the right to receive consideration as a result of the Mergers in the form of shares of SPAC Class A Common Stock based on the Exchange Ratio, which entitle the holder to one vote per share in matters submitted to the stockholders of Domesticated SPAC for approval. For regulatory purposes, each outstanding share of capital stock that currently entitles the holder to one-quarter (1/4th) of a vote per share in matters submitted to stockholders of PlusAI, subject to certain exceptions set forth in the PlusAI Merger Agreement, will be cancelled and ~~strategic~~converted ~~transactions~~into the right to receive consideration as a result of the Mergers in the form of shares of Class B common stock, par value $0.0001 per share, of Domesticated SPAC based on the Exchange Ratio (the “SPAC Class B Common Stock” and, ~~expanding~~together with the ~~product~~SPAC ~~range~~Class A Common Stock, the “SPAC Common Stock”), which entitle the holder to one-quarter (1/4th) of a vote per share in matters submitted to stockholders of Domesticated SPAC. The “Exchange Ratio” will be equal to (i) (A) the Equity Value divided by (B) (x) the total number of shares of common stock of PlusAI (“PlusAI Common Stock”) outstanding as of immediately prior to the Mergers (after giving effect to the conversion of each share of preferred stock of PlusAI and ~~geographic~~simple ~~footprint~~agreement for future equity instrument of PlusAI into shares of PlusAI Common Stock, in accordance with their respective terms, prior to the Closing), (y) the total number of shares of PlusAI Common Stock issuable in respect of outstanding options to purchase shares of PlusAI (“PlusAI Options”) or restricted stock units of PlusAI (“PlusAI RSUs”), in each case to the extent outstanding and vested as of immediately prior to the Mergers or vesting as a result of the Mergers, and (z) the total number of ~~target~~shares ~~businesses~~of capital stock of PlusAI issuable in respect of outstanding warrants to purchase shares of PlusAI, on an as-converted to PlusAI Common Stock basis (on a net issuance basis), in each case to the extent outstanding and vested as of immediately prior to the Mergers, divided by (ii) $10.00.

~~Competitive~~2 ~~Strengths~~

~~The~~In ~~sourcing~~addition, ~~valuation~~during the five-year period following the Closing (the “Earnout Period”), ~~diligence~~the ~~and~~Domesticated ~~execution~~SPAC ~~capabilities~~will issue to eligible holders of pre-Closing securities ~~our~~of ~~Management~~PlusAI ~~Team~~up to 15,000,000 Madditional shares of SPAC Common Stock in the aggregate (the “Earnout Consideration”), subject to certain adjustments set forth in the PlusAI Merger Agreement. ~~Klein~~The ~~and~~Earnout ~~Company~~Consideration ~~and~~is ~~our~~issuable ~~Strategic~~in ~~and~~three ~~Operating~~equal ~~Partners~~tranches ~~provide~~of us5,000,000 ~~with~~shares aof ~~significant~~SPAC ~~pipeline~~Common Stock, subject to adjustments, upon the satisfaction of ~~opportunities~~certain ~~from~~price targets set forth in the PlusAI Merger Agreement, which toprice ~~evaluate~~targets ~~and~~will ~~select~~be based upon (a) the ~~business~~dollar ~~that~~volume-weighted ~~will~~average ~~benefit~~price ~~from~~of ~~our~~one ~~expertise.~~share Weof ~~may~~SPAC ~~also~~Class A ~~have~~Common Stock on the ~~benefit~~principal securities exchange or securities market on which the shares of ~~using~~SPAC M.Class A ~~Klein~~Common ~~and~~Stock ~~Company~~are then traded (“VWAP”), for any fifteen trading days within any one hundred eighty consecutive trading day period within the Earnout Period or ~~another~~(b) if ~~affiliate~~the ofDomesticated ~~our~~SPAC ~~Sponsor~~undergoes a change of control, asthe aprice ~~financial~~per ~~advisor~~share onreceived ~~our~~by ~~Business~~its ~~Combinations~~stockholders ~~and~~in ~~other~~such ~~transactions.~~change ~~Our~~of ~~competitive~~control ~~strengths~~transaction ~~include~~(or if consideration is not received by its stockholders, the ~~following:~~price per share implied by such transaction).

•Treatment ~~Deep Experience~~ of ~~Operating~~Equity ~~Partners.~~Awards ~~We believe that our ability to leverage the experience~~ of ~~the~~PlusAI Operating Partners, who are comprised of former senior operating executives of S&P500 companies across multiple sectors and industries, provides us a distinct advantage in being able to source, evaluate and consummate an attractive transaction.

•As ~~Proprietary~~a ~~Sourcing~~result ~~Channels~~of the Mergers, all vested and ~~Leading~~unvested ~~Industry~~PlusAI ~~Relationships.~~Options Weoutstanding ~~believe~~as of immediately prior to the ~~capabilities~~Mergers ~~and~~will ~~connections~~be ~~associated~~assumed ~~with~~by ~~our~~the ~~Management~~Domesticated ~~Team~~SPAC, inand ~~combination~~will ~~with~~become ~~those~~options to purchase shares of M.SPAC ~~Klein~~Common ~~and~~Stock ~~Company~~on ~~and~~the ~~our~~same ~~Strategic~~terms and ~~Operating~~conditions ~~Partners~~(including applicable vesting, ~~provide~~exercise, ustermination and expiration provisions) as are in effect with arespect ~~differentiated~~to ~~pipeline~~PlusAI ofOptions ~~acquisition~~immediately ~~opportunities~~prior ~~that~~to ~~would~~the beMergers ~~difficult~~(each, ~~for~~an ~~other~~“Exchanged ~~participants~~Option”). inEach Exchanged Option will represent the ~~market~~right to ~~replicate.~~acquire Wethe ~~believe~~whole number of shares of SPAC Common Stock equal the product of the number of shares of PlusAI Common Stock that ~~these~~were ~~sourcing~~subject ~~capabilities~~to ~~are~~such ~~further~~option ~~bolstered~~immediately byprior ~~our~~to ~~Management~~the ~~Team’s~~Mergers, M.multiplied ~~Klein~~by the Exchange Ratio, and ~~Company~~such Exchanged Option’s per-share exercise ~~and~~price ~~our~~will ~~Strategic~~be ~~and~~equal ~~Operating~~the ~~Partners’~~quotient ~~reputation~~of ~~and~~the ~~deep~~exercise ~~industry~~price ~~relationships~~per share of PlusAI Common Stock immediately prior to the Mergers divided by the Exchange Ratio, subject to rounding.

•As ~~Investing~~a ~~Experience.~~result Weof ~~believe~~the ~~that~~Mergers, ~~our~~all ~~Management’s~~PlusAI ~~track~~RSUs ~~record~~outstanding as of ~~identifying~~immediately prior to the Mergers will be assumed and ~~sourcing~~converted ~~transactions~~into ~~positions~~restricted usstock ~~well~~units with respect to ~~appropriately~~SPAC ~~evaluate~~Class A ~~potential~~Common ~~Business~~Stock ~~Combinations~~on the same terms and ~~select~~conditions ~~one~~(including ~~that~~applicable vesting, settlement, and termination provisions) as are in effect with respect to each such award of PlusAI RSUs immediately prior to the First Effective Time (each, an “Exchanged RSU”). Each Exchanged RSU will berepresent ~~well~~the ~~received~~number of shares of SPAC Class A Common Stock equal the product of the number of whole shares of PlusAI Common Stock that were subject to such award of PlusAI RSUs immediately prior to the Mergers multiplied by the ~~public~~Exchange ~~markets~~Ratio, subject to rounding.

•Representations ~~Execution~~ and ~~Structuring~~Warranties; ~~Capability.~~Covenants Our Management Team and Sponsor believe that our combined expertise and reputation allows us to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe that by focusing our investment activities on these types of transactions, we are able to generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics.

~~Investment~~The ~~Criteria~~PlusAI Merger Agreement contains customary representations, warranties and covenants made by each of PlusAI and our Company, including, among others, covenants providing for (i) the operation of the parties’ respective businesses during the interim period between the execution of the PlusAI Merger Agreement and prior to the Closing, (ii) our and PlusAI’s efforts to satisfy conditions to the Closing, (iii) our Company and PlusAI to cease discussions for alternative transactions, (iv) our Company to prepare and file the PlusAI Registration Statement for the purpose of soliciting proxies from our shareholders to vote on certain matters related to the PlusAI Business Combination (the “SPAC Stockholder Matters”), including adoption of the PlusAI Merger Agreement and approval of the PlusAI Business Combination, approval of the Domestication (including adoption of the Domesticated SPAC Charter upon such Domestication), approval of the issuance of SPAC Common Stock in connection with the PlusAI Business Combination and certain other matters at an extraordinary general meeting called of our shareholders (the “EGM”) and (v) PlusAI to solicit approval of certain matters by the stockholders of PlusAI by written consent, including adoption of the PlusAI Merger Agreement and approval of the PlusAI Business Combination (the “PlusAI Stockholder Matters”).

WeConditions ~~have developed the following high-level, non-exclusive investment criteria that we use~~ to ~~screen~~Closing ~~for and evaluate target businesses. We seek to acquire a business that:~~

•The IsClosing ~~Sourced~~is ~~Through~~subject ~~our~~to ~~Proprietary~~customary ~~Channels.~~closing Weconditions dofor ~~not~~SPAC ~~participate~~transactions, including, among others: (i) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) no order by a governmental authority preventing, materially restraining, enjoining or otherwise prohibiting the consummation of the PlusAI Business Combination or law being in ~~broadly~~force ~~marketed~~that ~~processes~~prevents or materially restraints the consummation of the PlusAI Business Combination; (iii) Churchill having at least $5,000,001 ~~but~~of ~~rather~~net ~~aim~~tangible toassets ~~leverage~~as of the Closing; (iv) approval by our ~~extensive~~shareholders ~~network~~of the SPAC Stockholder Matters; (v) approval by PlusAI’s stockholders of the PlusAI Stockholder Matters; (vi) the adoption and execution of any organizational documents or agreements necessary to ~~source~~give ~~our~~effect ~~Business~~to ~~Combination~~the governance arrangements contemplated by the PlusAI Merger Agreement and the other transaction documents contemplated therein; (vii) shares of the SPAC Class A Common Stock being listed on the Nasdaq or other stock exchange mutually agreed between us and PlusAI and (viii) the PlusAI Registration Statement becoming effective in accordance with the Securities Act.

•3 Would Benefit from our Capabilities. We seek to acquire a business where the collective capabilities of our Management and Sponsor can be leveraged to tangibly improve the operations and market position of the target.

•Additionally, ~~Has~~the aobligation ~~Committed~~of ~~and~~PlusAI ~~Capable~~to ~~Management~~consummate ~~Team.~~the WePlusAI ~~seek~~Business toCombination ~~acquire~~are aalso ~~business~~conditioned ~~with~~upon, aamong ~~professional~~other ~~management~~things, ~~team~~(i) the ~~whose~~amount ~~interests~~of ~~are~~cash ~~aligned~~available ~~with~~in ~~those~~our ofTrust ~~our~~Account ~~investors~~(after ~~and~~reduction ~~complement~~for the ~~expertise~~aggregate amount of our ~~founder.~~Public ~~Where~~Shareholder ~~necessary,~~redemptions wepayable ~~may~~by ~~also~~us ~~look~~in toconnection ~~complement~~with ~~and~~the ~~enhance~~PlusAI Business Combination, but before the ~~capabilities~~payment of transaction expenses) plus the ~~target~~net ~~business’s~~proceeds ~~management~~of ~~team~~any incremental financing raised by ~~recruiting~~us ~~additional~~or ~~talent~~PlusAI in connection with the PlusAI Business Combination, including any amounts raised or funded through ~~our~~a ~~network~~Permitted Financing, being at least equal to $100,000,000 as of ~~contacts~~the Closing (such condition, the “Minimum Cash Condition”) and (ii) no SPAC Material Adverse Effect having occurred with respect to our Company that is continuing.

•Further, ~~Potential~~our obligation to ~~Generate~~consummate ~~Stable~~the ~~Free~~PlusAI ~~Cash-Flow.~~Business WeCombination ~~seek~~are also conditioned upon, among other things, (i) the period for stockholders of PlusAI to ~~acquire~~demand adissenters’ ~~business~~rights ~~that~~with ~~has~~respect ~~historically~~to ~~generated~~the Mergers under Delaware law shall have expired, and no holder or ~~has~~holders, individually or in the ~~near-term~~aggregate, ~~potential~~beneficially owning more than 5% of outstanding shares of PlusAI, on an as-converted to ~~generate~~PlusAI Common Stock basis, ~~strong~~will have properly exercised dissenters’ rights with respect to the Mergers under Delaware law or validly exercised similar rights under PlusAI’s organizational documents as of the Closing, and ~~sustainable~~(ii) no ~~free~~Material ~~cash~~Adverse ~~flow~~Effect (as defined in the PlusAI Merger Agreement) have occurred with respect to PlusAI that is continuing.

•Termination ~~Has the Potential to Grow Through Further Acquisition Opportunities. We seek to acquire a business that has the potential to grow inorganically through additional acquisitions.~~

4The PlusAI Merger Agreement may be terminated in customary circumstances set forth in the PlusAI Merger Agreement, including, among others: (i) by mutual written consent of our Company and PlusAI; (ii) by either our Company or PlusAI if the PlusAI Business Combination is not consummated on or before February 17, 2026; (iii) by either our Company or PlusAI if the consummation of the Mergers is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or a statute, rule or regulation; (iv) by either our Company or PlusAI if the other party has breached any of its covenants, agreements, representations or warranties which would result in the failure of certain conditions to be satisfied at the Closing, subject to cure rights; (v) by either our Company or PlusAI if, at the EGM, the PlusAI Business Combination and the other SPAC Stockholder Matters required to consummate the PlusAI Business Combination shall fail to be approved by holders of our outstanding Ordinary Shares; or (vi) by our Company if PlusAI fails to obtain the written consent of PlusAI’s stockholders holding the requisite number of shares of capital stock of PlusAI necessary to approve PlusAI Stockholder Matters within 48 hours of the PlusAI Registration Statement being declared effective.

~~Table~~Related ofAgreements ~~Contents~~

~~These~~PlusAI ~~criteria~~Voting are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and ~~criteria~~Support ~~that~~Agreement our Management may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial Business Combination, which, as discussed herein, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

~~Our~~Concurrently ~~Acquisition~~with ~~Process~~the execution of the PlusAI Merger Agreement, certain stockholders of PlusAI entered into Voting and Support Agreements (each, a “PlusAI Voting and Support Agreement”), in their capacity as such. Under the terms of the PlusAI Voting and Support Agreements, such stockholders of PlusAI have agreed, among other things, to deliver written consents to adopt the PlusAI Merger Agreement and approve and the PlusAI Business Combination, and to vote or consent in opposition to alternative transactions and other matters that could reasonably be expected to materially delay or impair the ability of PlusAI to consummate the PlusAI Business Combination. The stockholders of PlusAI party to PlusAI Voting and Support Agreements hold sufficient shares of stock of PlusAI to effect PlusAI Stockholder Approval. In addition, each PlusAI stockholder party to a PlusAI Voting and Support Agreement has agreed to refrain from exercising any dissenters’ rights under applicable law. PlusAI Voting and Support Agreements also contain certain restrictions on the transfer of the shares of stock of PlusAI held by such stockholders prior to the Closing, subject to certain exceptions.

InAmended ~~evaluating a prospective target business, we conduct a thorough due diligence review that may encompass, among other things, meetings with incumbent management~~ and ~~employees,~~Restated ~~document~~Registration ~~reviews,~~Rights ~~inspection~~Agreement ~~of facilities, as well as a review of financial and other information that are made available to us. We also utilize our transactional, financial, managerial and investment experience.~~

WeEffective ~~are~~upon ~~not~~the ~~prohibited~~Closing ~~from~~of ~~pursuing~~the anMergers, ~~initial~~the ~~Business~~Registration ~~Combination~~Rights ~~with~~Agreement awill ~~company~~be ~~that~~amended isand ~~affiliated~~restated, ~~with~~and our ~~Sponsor~~Company, ~~officers~~Sponsor orand ~~directors.~~certain Inpersons ~~the~~and ~~event~~entities wereceiving ~~seek~~SPAC toCommon ~~complete~~Stock ~~our~~in ~~initial~~connection ~~Business~~with ~~Combination~~the Mergers (the “New Holders” and, together with aSponsor, ~~company~~the ~~that~~“Reg isRights ~~affiliated~~Holders”) ~~(as~~will ~~defined~~be inparties ~~our~~to an Amended and Restated ~~Charter~~Registration Rights Agreement, attached as Exhibit E to the PlusAI Merger Agreement (the “A&R Registration Rights Agreement”). ~~with~~Pursuant ~~our~~to ~~Sponsor,~~the ~~officers~~A&R orRegistration ~~directors,~~Rights weAgreement, orthe Post-Closing Company will agree to use commercially reasonable efforts to (i) file with the SEC (at its sole cost and expense) a ~~committee~~registration statement registering the resale of ~~independent~~certain ~~directors,~~securities ~~will~~held ~~obtain~~by anor ~~opinion~~issuable ~~from~~to anthe ~~independent~~Reg ~~investment~~Rights ~~banking~~Holders ~~firm~~within or15 ~~another~~business ~~independent~~days ~~entity~~after ~~that~~the ~~commonly~~Closing ~~renders~~(the ~~valuation~~“Resale ~~opinions,~~Registration ~~stating~~Statement”) ~~that~~and (ii) cause the ~~consideration~~Resale Registration Statement to bebecome ~~paid~~effective byas ussoon as reasonably practicable after the filing thereof, but in ~~such~~no anevent ~~initial~~later ~~Business~~than ~~Combination~~the is105th ~~fair~~calendar today (or 165th calendar day if the SEC notifies the Post-Closing Company ~~from~~that ait ~~financial~~will ~~point~~“review” ofthe ~~view~~Resale Registration Statement) after the Closing Date. WeIn ~~are~~certain ~~not~~circumstances, ~~required~~the toReg ~~obtain~~Rights ~~such~~Holders anmay ~~opinion~~demand in ~~any~~the ~~other~~aggregate ~~context~~up to 3 underwritten offerings and will be entitled to customary piggyback registration rights.

~~Members~~4 of our Management Team directly or indirectly own our securities, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. 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.

~~Our~~Pursuant ~~Sponsor~~to ~~and~~the ~~its~~A&R ~~principals~~Registration ~~may~~Rights ~~from~~Agreement, ~~time~~the New Holders have agreed not to ~~time~~transfer ~~become~~their ~~aware~~respective shares for a period of ~~potential~~180 ~~business~~days ~~opportunities~~following the Closing Date; however, ~~one~~such ortransfer ~~more~~restrictions terminate as to (a) 50% of such holder’s shares upon the earlier of 180 days after the Closing and the date on which wethe ~~may~~VWAP ~~desire~~of tothe ~~pursue,~~SPAC ~~for~~Class A aCommon ~~Business~~Stock ~~Combination~~equals or exceeds $12.00 Asper share during any 15 trading days within any 180 consecutive trading day period following the Closing, and (b) 50% of such holder’s shares upon the earlier of 360 days after the Closing and the date on which the VWAP of ~~this~~the ~~Report,~~SPAC weClass A ~~have~~Common ~~not~~Stock ~~selected~~equals or exceeds $14.00 per share during any ~~Business~~15 ~~Combination~~trading ~~target~~days within any 360 consecutive trading day period following the Closing, subject to certain exceptions to the termination of transfer restrictions with respect to shares of SPAC Common Stock issued as Earnout Consideration or held directly or indirectly by certain founder executives of PlusAI. Similar transfer restrictions will apply to the shares of SPAC Common Stock issued to former securityholders of PlusAI in connection with the Mergers pursuant to the Bylaws of Domesticated SPAC in effect following the Domestication and the Closing.

As described in “—Sources of Target Businesses,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such 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 then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our Amended and Restated ~~Charter~~Sponsor ~~provides~~Agreement that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, 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 (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. 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.

In ~~addition,~~connection ~~none~~with the execution of the ~~Operating~~PlusAI ~~Partners~~Merger orAgreement, ~~their~~we ~~personnel~~amended ~~are~~and ~~officers~~restated orthe ~~directors~~Letter ofAgreement (the ~~Company~~“Amended and ~~therefore~~Restated ~~owe~~Sponsor usAgreement”), nopursuant ~~fiduciary~~to ~~duties~~which aseach ~~such.~~of ~~While~~the weSponsor ~~expect~~and ~~that~~each ~~they~~of ~~will~~the ~~continue~~persons undersigned thereto (the “Insiders”) agreed to, ~~assist~~among usother things: (i) (a) to vote any of such Insider’s Ordinary Shares in ~~identifying~~favor of the adoption and approval of the PlusAI Merger Agreement and approval of the PlusAI Business Combination ~~targets~~and all other SPAC Stockholder Matters), ~~they~~(b) against ~~have~~any noaction, ~~obligation~~proposal, totransaction door soagreement ~~and~~that ~~may~~would ~~devote~~reasonably be expected to result in a ~~substantial~~breach ~~portion~~of any representation, warranty, covenant, obligation or agreement of ~~their~~our ~~business~~Company ~~time~~contained in the PlusAI Merger Agreement, (c) in favor of any proposal to ~~activities~~adjourn ~~unrelated~~or postpone the EGM to ~~us.~~a ~~Our~~later ~~Strategic~~date if (and ~~Operating~~only ~~Partner~~if) (1) ~~may~~there ~~have~~are ~~fiduciary,~~not ~~contractual~~sufficient orvotes ~~other~~to ~~obligations~~approve and adopt any of the matters described in clause (a) above on the dates on which such EGM is held or ~~duties~~proposed to ~~other~~be ~~organizations~~held toor ~~present~~(2) the Minimum Cash Condition has not been satisfied, and (d) against the following actions or proposals: (1) any Business Combination ~~opportunities~~Proposal to(as ~~such~~defined ~~other~~in ~~organizations~~the ~~rather~~Amended ~~than~~and toRestated ~~us.~~Sponsor ~~Accordingly,~~Agreement) ifor any ~~Strategic~~proposal in opposition to approval of the PlusAI Merger Agreement or ~~Operating~~in ~~Partner~~competition ~~becomes~~with ~~aware~~or inconsistent with the PlusAI Merger Agreement and (2) (A) any change in the present capitalization of aour ~~Business~~Company ~~Combination~~or ~~opportunity~~any ~~which~~amendment isof ~~suitable~~the ~~for~~governance ~~one~~documents of our Company or ~~more~~the ~~entities~~Domesticated SPAC, except (x) as contemplated by clause (a) above or (y) to ~~which~~the heextent expressly contemplated by the PlusAI Merger Agreement, ~~she~~(B) any liquidation, dissolution or itother ~~has~~change ~~fiduciary,~~in ~~contractual~~our corporate structure or business (other ~~obligations~~than as may be proposed pursuant to a proxy statement in connection with an extension of our Combination Period), (C) any action, proposal, transaction or ~~duties~~agreement that would reasonably be expected to result in a breach in any material respect of any representation, hewarranty, ~~she~~covenant, obligation or itagreement ~~will~~of ~~honor~~the ~~those~~Sponsor ~~obligations~~or any Insider under the Amended and ~~duties~~Restated Sponsor Agreement, or (D) any other action or proposal involving our Company or any of our subsidiaries that is intended, or would reasonably be expected, to ~~present~~prevent, ~~such~~impede, interfere with, delay, postpone or adversely affect the PlusAI Business Combination ~~opportunity~~(excluding, tofor ~~such~~the ~~entities~~avoidance ~~first~~of ~~and~~doubt, ~~only~~any ~~present~~action ittaken in connection with any valid action taken by our Company to usterminate ifthe ~~such~~PlusAI ~~entities~~Merger ~~reject~~Agreement in accordance with the ~~opportunity~~terms thereof) and he(ii) not orto ~~she~~redeem, ~~determines~~elect to ~~present~~redeem ~~the~~or ~~opportunity~~tender toor ~~us.~~submit ~~These~~any ~~conflicts~~of ~~may~~our ~~not~~Ordinary beShares ~~resolved~~or SPAC Common Stock for redemption in ~~our~~connection ~~favor~~with ~~and~~any aof ~~potential~~the ~~Business~~stockholder ~~Combination~~approvals ~~may~~or beproposals ~~presented~~described toin ~~another~~clause ~~entity~~(i) above, ~~prior~~or toin ~~its~~connection ~~presentation~~with any vote to usamend the governance documents of our Company or the Domesticated SPAC.

5Pursuant to the Amended and Restated Sponsor Agreement, but subject to the consummation of the Mergers, the Sponsor and each Insider agreed to waive all anti-dilution rights with respect to the rate that the Class B Ordinary Shares convert into the Class A Ordinary Shares in connection with the transactions contemplated by the PlusAI Merger Agreement.

~~Table~~On September 18, 2025, our Company, the Sponsor and the Insiders further amended the Amended and Restated Sponsor Agreement (the “Sponsor Agreement Amendment”) to remove certain provisions of ~~Contents~~the Amended and Restated Sponsor Agreement that would have required 1,078,125 Founder Shares held by the Sponsor to become unvested as of the Closing and vested upon the occurrence of certain conditions or forfeited.

~~While~~The ~~neither~~Amended ~~M. Klein~~ and ~~Company~~Restated ~~nor~~Sponsor ~~any of our Strategic and Operating Partners have any duty to offer acquisition opportunities to us~~Agreement, ~~they~~form ~~may become aware~~ of aPlusAI ~~potential~~Voting ~~transaction~~and ~~that~~Support ~~is an attractive opportunity for us~~Agreement, ~~which~~form ~~they may decide to share with us. Conflicts may arise from their affiliation with the Company, their provision~~ of ~~services~~A&R ~~both~~Registration toRights usAgreement and toSponsor ~~third-party~~Agreement ~~clients,~~Amendment asare ~~well~~filed herein as ~~from actions undertaken by them for their own account~~Exhibits 10. ~~In performing services for other clients and also when acting for their own account~~9, ~~they may take commercial steps which may have an adverse effect on us~~10.10, ~~Any of M~~10.11 ~~Klein~~ and ~~Company’s or our Strategic and Operating Partners’ other activities may~~10.12, ~~individually or in the aggregate~~respectively, ~~have~~and anare ~~adverse~~incorporated ~~effect~~herein onby usreference, and the ~~interests~~foregoing descriptions of M.the ~~Klein~~PlusAI ~~and~~Voting ~~Company~~ and ~~our~~Support ~~Strategic~~Agreement, ~~and~~A&R ~~Operating~~Registration ~~Partners~~Rights orAgreement, ~~their~~Amended ~~respective~~and ~~clients~~Restated orSponsor ~~counterparties~~Agreement ~~may at times be averse to ours. Please see “—Certain Potential Conflicts of Interest Relating to M. Klein~~ and ~~Company”~~Sponsor ~~for~~Agreement ~~additional~~Amendment ~~information~~are ~~regarding~~qualified ~~certain~~in ~~potential~~their ~~conflicts~~entirety ofby ~~interest~~reference ~~relating to M~~thereto. ~~Klein and Company and our Strategic and Operating Partners.~~

WeManagement doTeam not believe, however, that the fiduciary, contractual or other obligations or duties of our officers or directors, or of M. Klein and Company and our Strategic and Operating Partners, or policies applicable to M. Klein and Company or any of our Strategic and Operating Partners, will materially affect our ability to complete our initial Business Combination.

~~Our~~We ~~Sponsor,~~believe ~~officers,~~that ~~directors,~~our M.Management ~~Klein~~Team and ~~Company~~M. ~~and~~Klein ~~our Strategic~~ and ~~Operating Partners may participate in the formation of~~Company, orwhich ~~become~~is an ~~officer~~affiliate ~~or director~~ of, ~~any other blank check company prior to completion of~~ our ~~initial Business Combination. As a result, our~~ Sponsor, ~~officers,~~are ~~directors,~~well M.positioned ~~Klein~~to ~~and~~identify ~~Company~~ and ~~our~~execute ~~Strategic~~attractive ~~and Operating Partners could have conflicts of interest in determining whether to present~~ Business Combination opportunities. toOur usobjectives orare to ~~any~~generate ~~other~~attractive ~~blank~~returns ~~check~~for ~~company~~shareholders ~~with which they may become involved. M. Klein~~ and ~~Company,~~enhance ~~Mr. Klein~~value ~~and~~through ~~the~~selecting ~~Operating~~a ~~Partners~~high-quality ~~have~~target ~~complete~~at ~~discretion,~~an ~~subject~~attractive ~~to applicable fiduciary duties~~valuation, asnegotiating tofavorable ~~which~~acquisition ~~blank~~terms ~~check~~for ~~company~~our ~~they~~shareholders ~~choose~~and toimproving ~~pursue~~operational aperformance ~~Business~~of ~~Combination and~~ the ~~order~~acquired incompany. ~~which~~We ~~they~~expect ~~pursue~~to ~~Business~~favor ~~Combinations~~potential ~~for~~target ~~any of their existing or future blank check~~ companies. Aswith acertain ~~result,~~industry ~~M. Klein~~ and ~~Company,~~business Mrcharacteristics. ~~Klein~~ ~~and~~Key ~~the~~industry ~~Operating~~characteristics ~~Partners~~include ~~may~~compelling ~~pursue~~long-term ~~Business~~growth ~~Combinations for blank check companies that it has sponsored in any order~~prospects, ~~which~~opportunities ~~could result in its more recent blank check companies completing Business Combinations prior~~ to ~~its~~affect ~~blank~~valuation ~~check~~improvements ~~companies~~at ~~that were launched earlier. There are no contractual obligations governing~~ the ~~allocation~~company, ofattractive ~~opportunities~~competitive ~~among~~dynamics ~~the~~and ~~various~~consolidation ~~blank check companies~~opportunities. ~~Any~~Key ~~determination~~business ascharacteristics toinclude ~~which~~competitive ~~blank check company will pursue a particular acquisition target will be made based on the circumstances of the particular situation~~advantages, ~~including~~significant ~~but~~potential; ~~not~~streams ~~limited to the relative sizes~~ of ~~the~~recurring ~~blank check companies compared to the sizes of the targets~~revenue, ~~the~~opportunity ~~need or desire~~ for ~~additional~~operational ~~financings~~improvement, ~~and~~attractive ~~the~~steady-state ~~relevant~~margins, ~~experience~~high ofincremental ~~the~~margins ~~directors, officers~~ and ~~Operating~~attractive ~~Partners~~free ~~involved~~cash ~~with~~flow ~~a particular blank check company~~characteristics.

~~Initial~~5 ~~Business Combination~~

SoM. ~~long~~Klein asand weCompany ~~maintain~~has aestablished ~~listing~~an ~~for~~entity ~~our~~within ~~securities~~the ~~on Nasdaq~~firm, weArchimedes ~~must~~Advisors ~~complete~~LLC, ~~one~~which orconsists ~~more~~of ~~Business~~operating ~~Combinations~~partners ~~having~~(“Strategic anand ~~aggregate~~Operating ~~fair~~Partners”) ~~market~~who ~~value~~assist ofus atin ~~least~~sourcing ~~80%~~potential ofacquisition ~~the~~targets ~~value~~and ofcreating ~~the~~long-term ~~assets~~value ~~held~~ in the ~~Trust~~Business ~~Account~~Combination ~~(excluding~~for ~~the~~us. ~~deferred~~These ~~underwriting~~Strategic ~~commissions~~ and ~~taxes~~Operating ~~paid~~Partners orare ~~payable~~comprised onof ~~the~~former ~~income~~senior ~~earned~~operating onexecutives ~~the Trust Account) at the time~~ of ~~execution~~leading ofS&P ~~the~~500 ~~definitive~~companies ~~agreement~~across ~~for~~multiple ~~such~~sectors ~~Business~~and ~~Combination.~~industries, ~~Our~~including ~~Board~~consumer, ofindustrial, ~~Directors~~materials, ~~will~~energy, ~~make~~mining, ~~the~~chemicals, ~~determination~~finance, asdata, tosoftware, ~~the~~enterprise ~~fair~~technology, ~~market~~and ~~value of our initial Business Combination~~media. IfWith our ~~Board~~breadth of ~~Directors~~sector iscoverage ~~not~~and ~~able~~deep tooperational ~~independently~~expertise, ~~determine~~we ~~the~~believe ~~fair~~we ~~market~~can ~~value~~review ofa ~~our~~wide ~~initial~~range ~~Business~~of ~~Combination,~~targets weto ~~will~~find ~~obtain~~the anmost ~~opinion~~attractive ~~from~~target anfor ~~independent~~our ~~investment~~shareholders. ~~banking~~Each ~~firm~~Operating orPartner ~~another~~has ~~independent~~held ~~entity~~senior ~~that~~leadership ~~commonly~~positions ~~renders valuation opinions~~ with ~~respect~~companies towhere ~~the~~they ~~satisfaction~~have ofa ~~such~~proven ~~criteria.~~strong ~~While~~track werecord ~~consider~~of itcreating ~~unlikely~~shareholder ~~that~~value, ~~our~~organically ~~Board~~and ofthrough ~~Directors~~transformational ~~will~~acquisitions ~~not~~or becorporate ~~able~~restructurings, toas ~~make~~well anas ~~independent~~extensive ~~determination~~relationships ofwith ~~the~~owners ~~fair~~and ~~market~~operators ~~value~~ of ~~our~~companies ~~initial~~within ~~Business~~their ~~Combination,~~respective itindustries. ~~may~~In beaddition ~~unable~~ to doassisting soin ~~if it is less familiar or experienced with~~ the ~~business~~sourcing of a ~~particular~~potential ~~target~~transaction, orone ifOperating ~~there~~Partner is aexpected ~~significant~~to ~~amount~~join ofthe ~~uncertainty~~acquired company as toa ~~the~~director ~~value~~or ofin ~~the~~another ~~target’s~~senior ~~assets~~executive orcapacity ~~prospects.~~in ~~Additionally,~~order ~~pursuant~~ to ~~the~~enhance ~~Nasdaq~~shareholder ~~Rules,~~value ~~any~~by ~~initial~~improving ~~Business~~the ~~Combination~~operational ~~must~~performance beof ~~approved~~the bycompany aand ~~majority~~undertaking ofbroader ~~our~~strategic ~~independent directors~~initiatives.

~~Our~~To ~~Amended~~best ~~and~~align ~~Restated~~the ~~Charter~~incentives ~~requires~~of the ~~affirmative~~Strategic ~~vote~~and ofOperating Partners with our shareholders, each Operating Partner will be eligible to share in a ~~majority~~portion of ~~our~~the ~~Board~~appreciation ofin ~~Directors~~Founder Shares and Private Placement Units, ~~which~~provided ~~must~~that ~~include~~we successfully complete a ~~majority~~Business ofCombination. ~~our~~The ~~independent~~Operating ~~directors~~Partner ~~and~~that ~~each~~takes ofon a director, substantial senior executive, or operating role at the ~~non~~acquired company, on a post-~~independent~~Business ~~directors~~Combination ~~nominated~~basis, will acquire additional Founder Shares from M. Klein and Company and will have a vesting schedule that is highly aligned with shareholder interests by requiring value creation for shareholders. Strategic and Operating Partners will not receive any cash compensation from us prior to a Business Combination. We believe that the combination of our ~~Sponsor~~Management Team, toM. ~~approve~~Klein and Company and its Strategic and Operating Partners and our ~~initial~~Board of Directors is an innovative approach to identifying potential high quality Business Combination targets and aligns incentives with our shareholders, providing us with distinctive and differentiated capabilities to create shareholder value.

WeWith ~~anticipate~~respect ~~structuring~~to ~~our initial Business Combination so that~~ the ~~post-transaction~~foregoing ~~company~~experiences inof ~~which~~ our ~~Public~~Management, ~~Shareholders will own shares will own or acquire 100% of the equity interests or assets of the target business or businesses~~M. WeKlein ~~may,~~and ~~however,~~Company ~~structure~~and our ~~initial~~Strategic ~~Business~~and ~~Combination~~Operating ~~such~~Partners, ~~that~~past ~~the~~performance ~~post-transaction~~is ~~company~~not ~~owns~~a ~~or acquires less than 100%~~ guarantee of ~~such~~success ~~interests~~with orrespect ~~assets of the target business in order~~ to ~~meet~~any ~~certain objectives of the target management team or shareholders, or for other reasons. However, we will only complete a~~ Business Combination ifwe ~~the~~may ~~post-transaction~~consummate. ~~company~~Our ~~owns~~shareholders orshould ~~acquires~~not ~~50%~~rely oron ~~more of~~ the ~~outstanding~~historical ~~voting~~record ~~securities~~ of ~~the~~our ~~target~~Management’s, orM. ~~otherwise~~Klein isand ~~not required to register as an investment company under the Investment~~ Company’s ~~Act. Even if the post-transaction company owns~~ or ~~acquires~~our ~~50%~~Strategic orand ~~more~~Operating ofPartners’ ~~the~~performance ~~voting~~as ~~securities~~indicative of ~~the target,~~ our ~~shareholders~~future ~~prior~~performance. ~~to the Business Combination may collectively own a minority~~

6Business Strategy

~~Table~~Our ofstrategy ~~Contents~~is to:

~~interest~~• inleverage the ~~post-transaction~~strategic ~~company, depending on valuations ascribed to the target~~ and ustransactional inexperience ~~the Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number~~ of new shares in exchange for all of the outstanding capital stock, shares or other equity interests 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~~founder ~~immediately prior~~ to ~~our~~bring ~~initial~~advice ~~Business~~and ~~Combination~~attention ~~could own less than a majority of our outstanding shares subsequent~~ to ~~our~~potential ~~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-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% fair market value test. If the initial Business Combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial Business Combination for seeking shareholder approval or for purposes of a tender offer, as applicable. So long as we maintain a listing for our securities on Nasdaq, we would be required to comply with such 80% rule. targets;

~~Our~~• ~~Management~~deliver ~~Team~~creative approaches to transaction sourcing; and

~~Members~~• ofutilize ~~our~~an ~~Management~~understanding ~~Team are not obligated to devote any specific number~~ of ~~hours~~global tofinancial ~~our~~markets ~~matters~~and ~~but~~events, ~~they~~financing, intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination. The amount of time that any members of our Management Team will devote in any time period will vary based on whether a target business has been selected for our initial Business Combination and ~~the~~overall ~~current~~corporate ~~stage~~strategy ~~of the Business Combination process~~options.

WeOur ~~believe~~selection ~~our~~process ~~Management~~leverages ~~Team~~our founder’s ~~operating~~and our Strategic and ~~transaction~~Operating ~~experience~~Partners’ network of industry, venture capital sponsor, private equity sponsor, credit fund sponsor and lending community relationships, ~~with~~as ~~companies~~well ~~provides~~as usrelationships with amanagement ~~substantial~~teams ~~number~~ of ~~potential~~public ~~Business~~and ~~Combination~~private ~~targets.~~companies, ~~Over~~investment ~~the~~bankers, ~~course~~restructuring ofadvisors, ~~their~~attorneys ~~careers~~and accountants, ~~the~~which ~~members~~we ofbelieve ~~our~~should ~~Management~~provide ~~Team~~us ~~have~~with ~~developed~~ a ~~broad~~number ~~network~~ of ~~contacts~~Business ~~and~~Combination ~~corporate~~opportunities. ~~relationships~~We ~~around~~deploy ~~the~~a ~~world.~~proactive, ~~This~~thematic ~~network~~sourcing ~~has~~strategy ~~grown~~and ~~through~~focus on companies where we believe the ~~activities~~combination of our ~~Management~~operating ~~Team~~experience, ~~sourcing~~relationships, ~~acquiring~~capital and ~~financing~~capital ~~businesses,~~markets ~~our~~expertise ~~Management~~can ~~Team’s~~be ~~relationships~~catalysts ~~with~~to ~~sellers,~~transform ~~financing~~a ~~sources~~target company and ~~target~~can ~~management~~help ~~teams~~accelerate the target’s growth and ~~the~~performance. ~~experience~~Members of our Management Team, inM. ~~executing~~Klein ~~transactions~~and ~~under~~Company, ~~varying~~our ~~economic~~Strategic and ~~financial~~Operating ~~market~~Partners ~~conditions.~~are ~~See~~communicating ~~“Item~~with ~~10.~~their ~~Directors~~network of relationships to articulate our initial Business Combination criteria, ~~Executive~~including ~~Officers~~the ~~and~~parameters ~~Corporate~~of ~~Governance”~~our search for a ~~more~~target ~~complete~~business, ~~description~~and we have begun the disciplined process of ~~our~~pursuing ~~Management~~and ~~Team’s~~reviewing ~~experience~~promising leads.

~~Status~~Our asManagement aTeam ~~Public~~and M. Klein and Company have experience in:

We• ~~believe our structure will make us an attractive Business Combination partner to target businesses. As an existing public company~~sourcing, ~~we offer a target business an alternative to the traditional initial public offering through a merger or other Business Combination with us. In a Business Combination transaction with us~~structuring, ~~the~~acquiring owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and ~~cash,~~selling ~~allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public company, we believe target~~ businesses will find this method a more certain and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical Business Combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a Business Combination with us. ;

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

~~While~~• wenegotiating ~~believe~~transactions ~~that~~favorable our structure and our Management Team’s backgrounds make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to ~~seek shareholder approval of any proposed initial Business Combination, negatively.~~ investors;

7• executing transactions in multiple geographies and under varying economic and financial market conditions; and

~~Table~~• ofaccessing ~~Contents~~the capital markets, including financing businesses and helping companies transition to public ownership.

We6 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.

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

We• ~~will~~operating ~~remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public Offering~~companies, orsetting ~~May 6,~~and ~~2029,~~changing ~~(b) in which we have total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from time to time)~~strategies, orand ~~(c) in which we are deemed to be a large accelerated filer~~identifying, ~~which~~monitoring ~~means the market value of our Class A Ordinary Shares that is held by non-affiliates equals or exceeds $700 million as of the prior June 30th,~~ and ~~(2) the~~recruiting ~~date on which we have issued more than $1.0 billion in non~~world-~~convertible~~class ~~debt~~talent; ~~securities during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act.~~ and

~~Additionally,~~• weacquiring ~~are~~and aintegrating ~~“smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting~~ companies; may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company for so long as either (i) the market value of our Ordinary Shares held by non-affiliates is less than $250.0 million as of the end of our second fiscal quarter or (ii) we have annual revenues of less than $100.0 million and ~~the market value of our Ordinary Shares held by non-affiliates is less than $700.0 million as of the end of our second fiscal quarter.~~

We• ~~have~~developing ~~filed~~and agrowing ~~Registration~~companies, ~~Statement~~both onorganically ~~Form~~and ~~8-A~~through ~~with~~acquisitions ~~the~~and ~~SEC~~strategic totransactions ~~voluntarily~~and ~~register~~expanding ~~our securities under Section 12 of~~ the ~~Exchange~~product ~~Act.~~range ~~As a result, we are subject to the rules~~ and ~~regulations~~geographic ~~promulgated~~footprint ~~under the Exchange Act applicable to Exchange Act registered companies. We have no current intention~~ of ~~filing~~ a ~~Form~~number ~~15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation~~ of ~~our~~target ~~initial Business Combination~~businesses.

InCompetitive ~~addition,~~Strengths prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment or removal of directors. As a result, Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

~~Financial~~The ~~Position~~sourcing, valuation, diligence and execution capabilities of our Management Team, M. Klein and Company and the Strategic and Operating Partners provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise, such as PlusAI. We may also have the benefit of using M. Klein and Company, or another affiliate of our Sponsor, as a financial advisor on our Business Combinations and other transactions. Our competitive strengths include the following:

~~With~~• ~~funds~~Deep ~~available~~Experience ~~for a Business Combination in the amount~~ of ~~$296,122,647~~Strategic ~~(before redemptions, any Permitted Withdrawals~~ and ~~payment~~Operating ofPartners. ~~$10,062,500~~We ofbelieve ~~deferred~~that ~~underwriting discounts and commissions) as of December 31, 2024, before fees and expenses associated with~~ our ~~initial~~ability ~~Business~~to ~~Combination,~~leverage wethe ~~offer~~experience ~~a target business a variety~~ of ~~options such as creating a liquidity event for its owners, providing capital for~~ the ~~potential~~Strategic ~~growth~~ and ~~expansion~~Operating ofPartners, ~~its~~who ~~operations or strengthening its balance sheet by reducing its debt or leverage ratio. Because we~~ are ~~able~~comprised toof ~~complete~~former ~~our~~senior ~~Business~~operating ~~Combination~~executives ~~using~~of ~~our~~S&P500 ~~cash,~~companies ~~debt~~across ormultiple ~~equity~~sectors ~~securities,~~and ~~or a combination of the foregoing~~industries, weprovides ~~have the flexibility to use the most efficient combination that will allow~~ us toa ~~tailor~~distinct ~~the~~advantage ~~consideration~~in tobeing beable ~~paid~~ to ~~the target business to fit its needs and desires. However~~source, weevaluate ~~have not taken any steps to secure third party financing~~ and ~~there~~consummate ~~can~~an beattractive ~~no assurance it will be available to us~~transaction.

8• Proprietary Sourcing Channels and Leading Industry Relationships. We believe the capabilities and connections associated with our Management Team, in combination with those of M. Klein and Company and the Strategic and Operating Partners, provide us with a differentiated pipeline of acquisition opportunities that would be difficult for other participants in the market to replicate. We believe that these sourcing capabilities are further bolstered by our Management Team’s, M. Klein and Company’s and the Strategic and Operating Partners’ reputation and deep industry relationships.

~~Table~~• Investing Experience. We believe that our Management’s track record of ~~Contents~~identifying and sourcing transactions positions us well to appropriately evaluate potential Business Combinations and select one that will be well received by the public markets.

~~Effecting~~• Execution and Structuring Capability. Our Management Team and Sponsor believe that our ~~Initial~~combined ~~Business~~expertise ~~Combination~~and reputation allows us to source and complete transactions possessing structural attributes that create an attractive investment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive negotiations and documentation. We believe that by focusing our investment activities on these types of transactions, we are able to generate investment opportunities that have attractive risk/reward profiles based on their valuations and structural characteristics.

WeInvestment ~~are~~Criteria not presently engaged in, and we will not engage in, any operations prior to the consummation of our initial Business Combination. We intend to effectuate our initial Business Combination using the proceeds held in our Trust Account, our shares, debt or a combination of the foregoing. We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial Business Combination is paid for using equity or debt, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our Business Combination or used for redemptions of our Class A Ordinary Shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other businesses or assets or for working capital.

We have ~~not~~developed ~~selected any Business Combination target as of~~ the ~~date~~following ~~of this Report. Additionally~~high-level, wenon-exclusive ~~have~~investment ~~not~~criteria ~~engaged~~that orwe ~~retained~~use ~~any agent or other representative~~ to ~~identify~~screen orfor ~~locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers~~ and ~~directors. Accordingly, there is no current basis for our shareholders to~~ evaluate ~~the possible merits or risks of the~~ target ~~business with which we may ultimately complete our initial Business Combination~~businesses. ~~Although~~We ~~our~~seek ~~Management~~to ~~will~~acquire ~~assess the risks inherent in~~ a ~~particular target~~ business ~~with which we may combine, we cannot assure our shareholders~~ that: this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

~~Members~~• ofIs ~~our~~Sourced ~~Management~~Through ~~Team, M. Klein and Company and~~ our ~~Strategic~~Proprietary ~~and~~Channels. ~~Operating~~We ~~Partners~~do ~~are~~not ~~from~~participate ~~time~~in tobroadly ~~time~~marketed ~~made aware of potential business opportunities~~processes, ~~one~~but orrather ~~more~~aim ofto ~~which~~leverage weour ~~may~~extensive ~~desire~~network to ~~pursue,~~source ~~for~~our a Business Combination. Please see “—Sources of Target Businesses” for additional information regarding limitations on our access to investment opportunities sourced by M. Klein and Company and our Strategic and Operating Partners.

We• ~~may~~Would ~~need~~Benefit ~~to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available~~ from ~~the proceeds held in~~ our ~~Trust~~Capabilities. ~~Account~~We orseek ~~because we become obligated~~ to ~~redeem~~acquire a ~~significant~~business ~~number~~where ~~of our Public Shares upon completion of~~ the ~~Business~~collective ~~Combination,~~capabilities ~~in which case we may issue additional securities or incur debt in connection with such Business Combination. In the case~~ of ~~an initial Business Combination funded with assets other than the Trust Account assets,~~ our ~~tender~~Management ~~offer~~and ~~documents~~Sponsor orcan ~~proxy~~be ~~materials~~leveraged ~~disclosing~~to ~~the~~tangibly ~~Business~~improve ~~Combination would disclose~~ the ~~terms~~operations ~~of the financing~~ and, ~~only~~market ifposition ~~required by applicable law, we would seek shareholder approval~~ of such financing. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial Business Combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the ~~sale of securities, the incurrence of debt or otherwise~~target.

~~Sources~~• Has a Committed and Capable Management Team. We seek to acquire a business with a professional management team whose interests are aligned with those of ~~Target~~our ~~Businesses~~investors and complement the expertise of our founder. Where necessary, we may also look to complement and enhance the capabilities of the target business’s management team by recruiting additional talent through our network of contacts.

M.• ~~Klein~~Potential ~~and~~to ~~Company~~Generate orStable ~~any~~Free ~~of our Strategic and Operating Partners may compete with us for acquisition opportunities that we may target for our initial Business Combination~~Cash-Flow. IfWe M.seek ~~Klein and Company or any of our Strategic and Operating Partners decides~~ to ~~pursue~~acquire ~~any~~a ~~such~~business ~~opportunity~~that orhas ~~determines~~historically ~~in its sole discretion not to offer such opportunity to us~~generated, ~~we may be precluded from procuring such opportunities. In addition, investment ideas generated within M. Klein and Company~~ or ~~any~~has ~~of our Strategic and Operating Partners or by persons who may make decisions for us or any of our Strategic and Operating Partners may be suitable for both us and for M. Klein and Company or~~ the ~~relevant~~near-term ~~Strategic~~potential ~~and Operating Partner and may be directed~~ to ~~M. Klein and Company~~generate, ~~the~~strong ~~relevant Strategic~~ and ~~Operating~~sustainable ~~Partner~~free orcash ~~other third parties rather than to us~~flow. Neither M. Klein and Company nor any of our Strategic and Operating Partners has any fiduciary, contractual or other obligations or duties to the Company, including, without limitation, to present us with any opportunity for a potential Business Combination of which they become aware.

We• ~~have~~Has ~~not~~the ~~contacted~~Potential ~~any~~to ofGrow ~~the~~Through ~~prospective~~Further ~~target~~Acquisition ~~businesses that M~~Opportunities. ~~Klein~~We ~~and~~seek ~~Company or any of our Strategic and Operating Partners in their prior SPACs had considered and rejected as target businesses~~ to acquire. ~~However,~~a webusiness ~~may contact such targets if we become aware~~ that ~~such~~has ~~targets~~the ~~are interested in a~~ potential ~~initial Business Combination with us and such transaction would be attractive~~ to ~~our~~grow ~~shareholders.~~inorganically ~~Accordingly,~~through ~~there~~additional ~~is no current basis for our shareholders to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial Business Combination~~acquisitions.

~~Our~~7 Management Team, in their other endeavors (including any affiliation they may have with M. Klein and Company or any of our Strategic and Operating Partners), may choose or be required to present potential Business Combinations or other transactions to M. Klein and Company, the relevant Strategic and Operating Partner or third parties, before they present such opportunities to us. Please see “Risk Factors—Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business

9These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria that our Management may deem relevant. In the event that we decide to enter into our initial Business Combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial Business Combination, which, as discussed herein, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC, such as the PlusAI Registration Statement.

~~Table~~Our ofAcquisition ~~Contents~~Process

~~opportunity~~In orevaluating ~~other transaction should be presented” in our IPO Registration Statement. We are not prohibited from pursuing an initial Business Combination with~~ a ~~company~~prospective ~~that~~target ~~is affiliated with M. Klein and Company~~business, ~~any~~such ofas ~~our Strategic and Operating Partners~~PlusAI, ~~our Sponsor, officers or directors, nor are~~ we ~~prohibited~~conduct ~~from doing so with~~ a ~~business~~thorough ~~that~~due isdiligence ~~affiliated~~review ~~with any M. Klein and Company or any of our Strategic and Operating Partners. In the event we seek to complete our initial Business Combination with a business~~ that ismay ~~affiliated~~encompass, ~~(as~~among ~~defined~~other inthings, ~~our~~meetings ~~Amended and Restated Charter)~~ with M.incumbent ~~Klein~~management and ~~Company~~employees, ~~any~~document ~~of our Strategic and Operating Partners~~reviews, ~~our~~inspection ~~Sponsor,~~of ~~officers or directors~~facilities, ~~we,~~as orwell as a ~~committee~~review of ~~independent~~financial and ~~disinterested~~other ~~directors,~~information ~~will obtain an opinion from an independent investment banking firm or another independent entity~~ that ~~commonly~~are ~~renders~~made ~~valuation~~available ~~opinions, stating that the consideration~~ to ~~be paid by~~ us ~~in such an initial Business Combination is fair to the Company from a financial point of view~~. We ~~are~~also ~~not~~utilize ~~required to obtain such an opinion in any other context. Prior to or in connection with the completion of~~ our ~~initial Business Combination~~transactional, ~~there may be payment by the Company to our Sponsor~~financial, ~~officers~~managerial orand ~~directors,~~investment or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from (i) funds held outside the Trust Account or (ii) Permitted Withdrawalsexperience.

WeMembers ~~are~~of ~~not~~our ~~prohibited~~Management ~~from~~Team ~~pursuing~~directly anor ~~initial~~indirectly ~~Business~~own ~~Combination with a Business Combination target that is affiliated (as defined in~~ our ~~Amended~~securities, and ~~Restated Charter) with our Sponsor~~accordingly, ~~officers~~they ormay ~~directors,~~have ~~or from making the acquisition through~~ a ~~joint~~conflict ~~venture or other form~~ of ~~shared~~interest ~~ownership~~in ~~with~~determining ~~our~~whether ~~Sponsor,~~a ~~officers~~particular ortarget ~~directors.~~business Inis ~~the~~an ~~event~~appropriate webusiness ~~seek~~with which to ~~complete~~effectuate our initial Business Combination. ~~with~~Further, aeach ~~Business~~of ~~Combination target that is affiliated with~~ our ~~Sponsor,~~ officers orand directors, ~~we,~~may orhave a ~~committee~~conflict of ~~independent~~interest ~~directors,~~with ~~will~~respect ~~obtain~~to anevaluating ~~opinion~~a ~~from~~particular anBusiness ~~independent~~Combination ~~investment~~if ~~banking~~the ~~firm~~retention or ~~another~~resignation ~~independent~~of ~~entity~~any ~~that~~such ~~commonly~~officers ~~renders~~and ~~valuation~~directors ~~opinions,~~was ~~stating~~included ~~that the consideration to be paid~~ by usa intarget ~~such~~business anas ~~initial~~a ~~Business~~condition ~~Combination is fair~~ to ~~the~~any ~~Company~~agreement ~~from~~with arespect ~~financial point of view. We are not required~~ to ~~obtain~~our ~~such~~initial anBusiness ~~opinion in any other context~~Combination.

IfOur ~~any~~Sponsor and its principals may from time to time become aware of potential business opportunities, one or more of which we may desire to pursue, for a Business Combination. However, each of our officers orand directors ~~becomes~~presently ~~aware~~has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination opportunity ~~that~~to ~~falls~~such ~~within~~entities. ~~the~~Accordingly, ~~line~~if any of ~~business~~our officers or directors becomes aware of ~~any~~a Business Combination opportunity that is suitable for an entity to which he or she has then- current fiduciary or contractual obligations, he or she ~~may~~will behonor ~~required~~his or her fiduciary or contractual obligations to present such Business Combination opportunity to such other entity, ~~prior~~subject to ~~presenting~~their ~~such~~fiduciary ~~Business~~duties ~~Combination~~under ~~opportunity~~Cayman toIslands uslaw. Our ~~officers~~Amended and ~~directors~~Restated ~~currently~~Articles provides that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have ~~certain~~any ~~relevant~~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 (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations ~~that~~of ~~may~~our ~~take~~officers ~~priority~~or ~~over~~directors ~~their~~will ~~duties~~materially affect our ability to uscomplete our initial Business Combination.

~~Selection~~In addition, none of athe ~~Target~~Strategic and Operating Partners or their personnel are our officers or directors and therefore owe us no fiduciary duties as such. While we expect that they will continue to assist us in identifying Business Combination targets, they have no obligation to do so and ~~Structuring~~may devote a substantial portion of their business time to activities unrelated to us. Our Strategic and Operating Partner may have fiduciary, contractual or other obligations or duties to other organizations to present Business Combination opportunities to such other organizations rather than to us. Accordingly, if any Strategic or Operating Partner becomes aware of a Business Combination opportunity that is suitable for one or more entities to which he, she or it has fiduciary, contractual or other obligations or duties, he, she or it will honor those obligations and duties to present such Business Combination opportunity to such entities first and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. These conflicts may not be resolved in our ~~Initial~~favor and a potential Business Combination may be presented to another entity prior to its presentation to us.

SoWhile ~~long~~neither asM. weKlein ~~maintain~~and aCompany ~~listing~~nor ~~for~~any of our ~~securities~~Strategic onand ~~Nasdaq,~~Operating wePartners ~~must~~have ~~complete~~any ~~one~~duty orto ~~more~~offer ~~Business~~acquisition ~~Combinations~~opportunities ~~having~~to anus, ~~aggregate~~they ~~fair~~may ~~market~~become ~~value~~aware of ata ~~least~~potential ~~80%~~transaction ofthat ~~the~~is ~~value~~an ofattractive ~~the~~opportunity ~~assets~~for ~~held~~us, inwhich ~~the~~they ~~Trust~~may ~~Account~~decide ~~(excluding~~to ~~any~~share ~~deferred~~with ~~underwriting~~us. ~~commissions~~Conflicts ~~and~~may ~~taxes~~arise ~~payable)~~from attheir ~~the~~affiliation ~~time~~with of the ~~agreement~~Company, totheir ~~enter~~provision ~~into~~of ~~the~~services ~~initial~~both ~~Business~~to ~~Combination.~~us ~~The~~and ~~fair~~to ~~market~~third-party ~~value~~clients, ofas ~~the~~well ~~target~~as orfrom ~~targets~~actions ~~will~~undertaken beby ~~determined~~them byfor ~~our~~their ~~Board~~own ofaccount. ~~Directors~~In ~~based~~performing ~~upon~~services ~~one~~for orother ~~more~~clients ~~standards~~and ~~generally~~also ~~accepted~~when byacting ~~the~~for ~~financial~~their ~~community~~own account, ~~such~~they asmay ~~discounted~~take ~~cash~~commercial ~~flow~~steps ~~valuation~~which ormay ~~value~~have ofan ~~comparable~~adverse ~~businesses.~~effect Ifon ~~our~~us. ~~Board~~Any isof ~~not~~M. ~~able~~Klein toand ~~independently~~Company’s ~~determine~~or ~~the~~our ~~fair~~Strategic ~~market~~and ~~value~~Operating ofPartners’ ~~the~~other ~~target~~activities ~~business~~may, individually or ~~businesses,~~in wethe ~~will~~aggregate, ~~obtain~~have an ~~opinion~~adverse ~~from~~effect anon ~~independent~~us, ~~investment~~and ~~banking~~the ~~firm~~interests orof ~~another~~M. ~~independent~~Klein ~~entity~~and ~~that~~Company ~~commonly~~and ~~renders~~our ~~valuation~~Strategic ~~opinions~~and ~~that~~Operating ~~our~~Partners ~~initial~~or ~~Business~~their ~~Combination~~respective isclients ~~fair~~or tocounterparties ~~the~~may ~~Company~~at ~~from~~times abe ~~financial~~averse ~~point~~to ~~of view~~ours. We do not ~~intend~~believe, tohowever, ~~purchase~~that ~~multiple~~the ~~businesses~~fiduciary, incontractual ~~unrelated~~or ~~industries~~other inobligations ~~conjunction~~or ~~with~~duties of our ~~initial~~officers ~~Business~~or ~~Combination~~directors, or of M. ~~Subject~~Klein toand ~~this~~Company ~~requirement,~~and our ~~Management~~Strategic ~~will~~and ~~have~~Operating ~~virtually~~Partners, ~~unrestricted~~or ~~flexibility~~policies inapplicable ~~identifying~~to ~~and~~M. ~~selecting~~Klein ~~one~~and Company or ~~more~~any ~~prospective~~of ~~target~~our ~~businesses,~~Strategic ~~although~~and weOperating Partners, will ~~not~~materially beaffect ~~permitted~~our ability to ~~effectuate~~complete our initial Business Combination. ~~solely~~Please ~~with~~see ~~another~~“Certain ~~blank~~Potential ~~check~~Conflicts ~~company~~of orInterest aRelation ~~similar~~to ~~company~~M. ~~with~~Klein ~~nominal~~and ~~operations~~Company” below for additional information regarding certain potential conflicts of interest relating to M. Klein and Company and our Strategic and Operating Partners.

In8 any case, we will only complete an initial Business Combination in which we own or acquire 50% or more of the outstanding voting securities of the target or if the post-transaction company is otherwise not required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of Nasdaq’s 80% fair market value test. There is no basis for our investors to evaluate the possible merits or risks of any target business with which we may ultimately complete our initial Business Combination.

ToOur ~~the~~Sponsor, ~~extent~~officers, wedirectors, ~~effect~~M. ~~our~~Klein ~~Business~~and ~~Combination~~Company ~~with~~and aour ~~company~~Strategic orand ~~business~~Operating ~~that~~Partners may beparticipate ~~financially~~in ~~unstable~~the formation of, or inbecome ~~its~~an ~~early~~officer ~~stages~~or director of, ~~development~~any orother ~~growth,~~blank wecheck ~~may~~company beprior ~~affected~~to bycompletion ~~numerous~~of ~~risks~~our ~~inherent~~initial inBusiness ~~such~~Combination. ~~company~~As ora ~~business~~result, our Sponsor, officers, directors, M. ~~Although~~Klein and Company and our ~~Management~~Strategic ~~will~~and ~~endeavor~~Operating toPartners ~~evaluate~~could ~~the~~have ~~risks~~conflicts ~~inherent~~of interest in adetermining ~~particular~~whether ~~target~~to ~~business,~~present weBusiness ~~cannot~~Combination ~~assure~~opportunities ~~our~~to ~~shareholders~~us ~~that~~or weto ~~will~~any ~~properly~~other ~~ascertain~~blank orcheck ~~assess~~company ~~all~~with ~~significant~~which ~~risk~~they ~~factors.~~may Inbecome ~~evaluating~~involved. aM. ~~prospective~~Klein ~~target~~and ~~business~~Company, weMr. Klein ~~conduct~~and athe ~~thorough~~Strategic ~~due~~and ~~diligence~~Operating ~~review,~~Partners ~~which~~have ~~may~~complete ~~encompass~~discretion, ~~among~~subject ~~other~~to ~~things~~applicable fiduciary duties, ~~meetings~~as ~~with~~to ~~incumbent~~which ~~management~~blank ~~and~~check ~~employees,~~company ~~document~~they ~~reviews,~~choose ~~interviews~~to ofpursue ~~customers~~a Business Combination and ~~suppliers,~~the ~~inspection~~order in which they pursue Business Combinations for any of ~~facilities,~~their asexisting ~~applicable,~~or asfuture ~~well~~blank ascheck acompanies. ~~review~~As ofa ~~financial~~result, ~~operational~~M. Klein and Company, ~~legal~~Mr. Klein and ~~other~~the ~~information~~Strategic and Operating Partners may pursue Business Combinations for blank check companies that ~~will~~it behas ~~made~~sponsored ~~available~~in any order, which could result in its more recent blank check companies completing Business Combinations prior to usits blank check companies that were launched earlier. IfThere weare ~~determine~~no contractual obligations governing the allocation of opportunities among the various blank check companies. Any determination as to ~~move~~which ~~forward~~blank ~~with~~check company will pursue a particular acquisition target will be made based on the circumstances of the particular situation, weincluding ~~will~~but ~~proceed~~not limited to ~~structure~~the ~~and~~relative ~~negotiate~~sizes of the ~~terms~~blank check companies compared to the sizes of the ~~Business~~targets, ~~Combination~~the ~~transaction~~need or desire for additional financings and the relevant experience of the directors, officers and Strategic and Operating Partners involved with a particular blank check company.

10Initial Business Combination

~~Table~~So long as we maintain a listing for our securities on Nasdaq, the Nasdaq Rules require that we must complete one or more Business Combinations having an aggregate fair market value of ~~Contents~~at least 80% of the value of the assets held in the Trust Account (excluding the Deferred Fee and taxes paid or payable on the income earned on the Trust Account, if any, and such test, the “80% Test”) at the time of execution of the definitive agreement for such Business Combination. Our Board of Directors will make the determination as to the fair market value of our initial Business Combination. If our Board of Directors is not able to independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our Board of Directors will not be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to the Nasdaq Rules, any initial Business Combination must be approved by a majority of our independent directors.

~~The~~Our ~~time~~Amended ~~required to select~~ and ~~evaluate~~Restated aArticles ~~target~~requires ~~business and to structure and complete our initial Business Combination, and~~ the ~~costs~~affirmative ~~associated~~vote ~~with~~of ~~this~~a ~~process,~~majority ~~are not currently ascertainable with any degree~~ of ~~certainty.~~our ~~Any~~Board ~~costs incurred with respect to the identification and evaluation~~ of, ~~and negotiation with~~Directors, ~~a prospective target business with~~ which ~~our~~must ~~Business~~include ~~Combination~~a ismajority ~~not~~of ~~ultimately completed will result in~~ our ~~incurring~~independent ~~losses~~directors and ~~will~~each ~~reduce~~of the ~~funds~~non-independent wedirectors ~~can~~nominated ~~use~~by ~~to complete another Business Combination. The Company will not pay any consulting fees to members of~~ our ~~Management Team~~Sponsor, ~~or any of their respective affiliates, for services rendered~~ to orapprove ~~in connection with~~ our initial Business Combination.

~~Lack~~We anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders will own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business ~~Diversification~~Combination such that the post-transaction 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. However, we will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new Ordinary Shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% 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-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% Test. If the Business Combination involves more than one target business, the 80% Test will be based on the aggregate value of all of the target businesses. Based on the valuation analysis of our Management and Board of Directors, we have determined that the fair market value of PlusAI was substantially in excess of 80% of the funds in the Trust Account and that the 80% Test was therefore satisfied.

~~For~~Status anas ~~indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely on the future performance of~~ a ~~single~~Public ~~business.~~Company 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. In addition, we intend to focus our search for an initial Business Combination in a single industry. By completing our Business Combination with only a single entity, our lack of diversification may:

•We ~~subject~~believe our structure makes us an attractive Business Combination partner to ~~negative~~target ~~economic,~~businesses. ~~competitive~~As ~~and~~an ~~regulatory~~existing ~~risks~~public company, ~~any~~we offer a target business an alternative to the traditional initial public offering through a merger or ~~all~~other ofBusiness ~~which~~Combination ~~may~~with ~~have~~us. In a ~~substantial~~Business ~~adverse~~Combination ~~impact~~transaction onwith us, the ~~particular~~owners ~~industry~~of the target business may, for example, exchange their shares of stock or shares in ~~which~~the wetarget ~~operate~~business ~~after~~for our Class A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical Business Combination transaction process, and there are significant expenses and market and other uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not be present to the same extent in connection with a Business Combination with us.

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

~~Limited~~Furthermore, ~~Ability~~once a proposed initial Business Combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to ~~Evaluate~~the underwriters’ ability to complete the ~~Target~~offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial Business Combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s ~~Management~~profile ~~Team~~among potential new customers and vendors and aid in attracting talented employees. Please see “Risk Factors Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity or other transaction should be presented” in our IPO Registration Statement.

~~Although~~While we ~~closely~~believe ~~scrutinize~~that ~~the management of a prospective target business when evaluating the desirability of effecting~~ our ~~Business~~structure ~~Combination~~and ~~with that business,~~ our ~~assessment~~Management ~~of the target business~~Team’s ~~management~~backgrounds ~~may~~make ~~not~~us ~~prove~~an toattractive bebusiness ~~correct. In addition~~partner, ~~the~~some ~~future~~potential ~~management~~target businesses may ~~not~~view ~~have~~our ~~the~~status ~~necessary~~as ~~skills, qualifications or abilities to manage~~ a ~~public~~blank ~~company.~~check ~~Furthermore~~company, ~~the~~such ~~future~~as ~~role of members of~~ our ~~Management~~lack ~~Team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any~~ of ~~the~~an ~~members~~operating ofhistory ~~our~~and ~~Management Team will remain with the combined company will be made at the time of~~ our ~~initial~~ability ~~Business~~to ~~Combination.~~seek ~~While~~shareholder itapproval ~~is possible that one or more~~ of ~~our directors will remain associated in some capacity with us following our Business Combination, it is unlikely that~~ any ofproposed ~~them~~initial ~~will devote their full efforts to our affairs subsequent to our~~ Business Combination~~. Moreover~~, ~~we cannot assure our shareholders that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business~~negatively.

WeFinancial ~~cannot~~Position assure our shareholders that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination.

~~Following~~With funds available for a Business Combination as of December 31, we2025 ~~may~~in ~~seek~~the toamount ~~recruit~~of ~~additional~~$307,617,399 ~~managers~~(before toredemptions, ~~supplement~~any Permitted Withdrawals, taxes payable on the ~~incumbent~~interest ~~management~~earned, if any, and payment of the Deferred Fee), we offer a target business a variety of options, such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its consolidated balance sheet by reducing its debt ratio. WeBecause ~~cannot~~we ~~assure~~are able to complete our ~~shareholders~~initial ~~that~~Business weCombination ~~will~~using our cash, debt or equity securities, or a combination of the foregoing, we have the ~~ability~~flexibility to ~~recruit~~use ~~additional~~the ~~managers,~~most orefficient combination that ~~additional~~will ~~managers~~allow ~~will~~us ~~have~~to tailor the ~~requisite~~consideration ~~skills~~to be paid to the target business to fit its needs and desires. However, ~~knowledge~~we orhave ~~experience~~not ~~necessary~~taken any steps to ~~enhance~~secure ~~the~~third-party ~~incumbent~~financing ~~management~~and there can be no assurance it will be available to us.

~~Shareholders~~Effecting ~~May Not Have the Ability to Approve~~ our Initial Business Combination

We ~~may~~are ~~conduct~~not ~~redemptions~~presently ~~without~~engaged ain, ~~shareholder~~and ~~vote~~we ~~pursuant~~will not engage in, any operations prior to the ~~tender~~consummation ~~offer~~of ~~rules~~our ofinitial Business Combination. We intend to effectuate our initial Business Combination using the ~~SEC~~proceeds ~~unless~~held ~~shareholder~~in ~~approval~~our isTrust ~~required~~Account, byour ~~applicable~~shares, ~~law~~debt or ~~stock~~a ~~exchange~~combination ~~listing~~of ~~requirements~~the orforegoing. weWe ~~choose~~may seek to ~~seek~~complete ~~shareholder~~our ~~approval~~initial ~~for~~Business ~~business~~Combination with a company or ~~other~~business ~~legal~~that ~~reasons.~~may ~~Presented~~be financially unstable or in its early stages of development or growth, which would subject us to the ~~table~~numerous ~~below~~risks inherent in such companies and businesses. If our initial Business Combination is apaid ~~graphic~~for ~~explanation~~using equity or debt, or not all of the ~~types~~funds released from the Trust Account are used for payment of ~~initial~~the consideration in connection with our Business ~~Combinations~~Combination or used for redemptions of our Public Shares, we may ~~consider~~apply ~~and~~the ~~whether~~balance ~~shareholder~~of ~~approval~~the iscash ~~currently~~released ~~required~~to ~~under~~us ~~Cayman~~from ~~Islands~~the ~~law~~Trust Account for ~~each~~general ~~such~~corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other businesses or assets or for working capital.

11We may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our Public Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. In the case of an initial Business Combination funded with assets other than the Trust Account assets, our tender offer documents or proxy materials disclosing the Business Combination would disclose the terms of the financing and, only if required by applicable law, we would seek shareholder approval of such financing. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial Business Combination.

~~Table~~See of“PlusAI ~~Contents~~Business Combination” above and the PlusAI Registration Statement for more information on the equity and financing arrangements in connection with the PlusAI Business Combination.

~~Type~~Sources of ~~Transaction~~Target ~~WhetherShareholderApproval~~Businesses isRequired Purchase of assets No Purchase of stock, shares or other equity interests of target not involving a merger with the company No Merger of target into a subsidiary of the company No Merger of the company with a target Yes

SoM. ~~long~~Klein asand weCompany ~~maintain~~or aany ~~listing~~of our Strategic and Operating Partners may compete with us for acquisition opportunities that we may target for our ~~securities~~initial onBusiness ~~Nasdaq~~Combination. If M. Klein and Company or any of our Strategic and Operating Partners decides to pursue any such opportunity or determines in its sole discretion not to offer such opportunity to us, ~~shareholder~~we ~~approval~~may ~~would~~be precluded from procuring such opportunities. In addition, investment ideas generated within M. Klein and Company or any of our Strategic and Operating Partners or by persons who may make decisions for us or any of our Strategic and Operating Partners may be ~~required~~suitable for both us and for M. Klein and Company or the relevant Strategic and Operating Partner and may be directed to M. Klein and Company, the relevant Strategic and Operating Partner or other third parties rather than to us. Neither M. Klein and Company nor any of our ~~initial~~Strategic ~~Business~~and ~~Combination~~Operating ifPartners has any fiduciary, contractual or other obligations or duties to the Company, including, without limitation, to present us with any opportunity for ~~example:~~a potential Business Combination of which they become aware.

•10 ~~we issue Class A Ordinary Shares that will be equal to or in excess of 20% of the number of our Class A Ordinary Shares then issued and outstanding (other than in a public offering);~~

•Our ~~any~~Management ~~of our directors~~Team, ~~officers~~in ortheir ~~substantial~~other ~~shareholders~~endeavors (asincluding ~~defined~~any byaffiliation ~~the~~they ~~Nasdaq~~may ~~Rules)~~have ~~has~~with aM. 5%Klein orand ~~greater~~Company ~~interest (~~or ~~such~~any ~~persons~~of ~~collectively~~our ~~have~~Strategic aand ~~10%~~Operating ~~or greater interest~~Partners), ~~directly~~may orchoose ~~indirectly, in the target business~~ or ~~assets to~~ be ~~acquired~~required orto ~~otherwise~~present ~~and~~potential ~~the~~Business ~~present~~Combinations or ~~potential~~other ~~issuance~~transactions ofto ~~Ordinary~~M. ~~Shares~~Klein ~~could~~and ~~result~~Company, inthe anrelevant ~~increase~~Strategic inand ~~issued~~Operating ~~and~~Partner ~~outstanding~~or ~~Ordinary~~third ~~Shares~~parties, orbefore ~~voting~~they ~~power~~present ofsuch 5%opportunities orto ~~more;~~us. or

•We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with M. Klein and Company, any of our Strategic and Operating Partners, our Sponsor, officers or directors, nor are we prohibited from doing so with a business that is affiliated with any M. Klein and Company or any of our Strategic and Operating Partners. While PlusAI is not affiliated with our Sponsor, officers, directors or advisors, in the ~~issuance~~event we do not consummate the PlusAI Business Combination and we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Articles) with M. Klein and Company, any of our Strategic and Operating Partners, our Sponsor, officers or ~~potential~~directors, ~~issuance~~we, or a committee of ~~Ordinary~~independent ~~Shares~~and disinterested directors, will ~~result~~obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial Business Combination is fair to the Company from a financial point of view. We are not required to obtain such an opinion in any other context. Prior to or in connection with the completion of our ~~undergoing~~initial Business Combination, there may be payment by the Company to our Sponsor, officers or directors, or our or their affiliates, of a ~~change~~finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of ~~control~~our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from (i) funds held outside the Trust Account or (ii) Permitted Withdrawals.

~~Permitted~~If ~~Purchases~~any of our ~~Securities~~officers or directors becomes aware of a Business Combination opportunity that falls within the line of business of any entity to which he or she has then-current 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.

InSelection ~~the event we seek shareholder approval~~ of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our Sponsor, directors, 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 our initial Business Combination. Such a ~~purchase~~Target would 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, officers, advisors or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial Business ~~Combination, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares~~ and ~~any~~Structuring ~~proxy~~of ~~to vote against~~ our ~~initial~~Initial Business Combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. It is intended that, if Rule 10b-18 would apply to purchases by our Sponsor, directors, executive officers, advisors or any of their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

~~There~~The is80% noTest ~~limit~~requires onthat we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the ~~number~~value of ~~Public~~the ~~Shares~~assets orheld ~~Public~~in ~~Warrants~~the ~~our~~Trust ~~Sponsor,~~Account ~~directors,~~(excluding ~~officers,~~the ~~advisors~~Deferred Fee and taxes paid or ~~their~~payable ~~affiliates~~on ~~may~~the ~~purchase~~income inearned ~~such~~on ~~transactions~~the Trust Account, ~~subject~~if toany) ~~compliance~~at ~~with~~the ~~applicable~~time ~~law~~of ~~and~~the agreement to enter into the ~~Nasdaq~~initial ~~Rules~~Business Combination. ~~However,~~The ~~they~~fair ~~have~~market novalue ~~current~~of ~~commitments,~~the ~~plans~~target or ~~intentions~~targets towill ~~engage~~be indetermined ~~such~~by ~~transactions~~our ~~and~~Board ~~have~~of ~~not~~Directors ~~formulated~~based ~~any~~upon ~~terms~~one or ~~conditions~~more ~~for~~standards ~~any~~generally accepted by the financial community, such ~~transactions.~~as ~~None~~discounted cash flow valuation or value of comparable businesses. If our Board is not able to independently determine the ~~funds~~fair inmarket value of the ~~Trust~~target ~~Account~~business or businesses, we will beobtain ~~used~~an toopinion ~~purchase~~from ~~Public~~an ~~Shares~~independent investment banking firm or ~~Public~~another ~~Warrants~~independent inentity ~~such~~that ~~transactions.~~commonly ~~Such~~renders ~~persons~~valuation ~~will~~opinions bethat ~~subject~~our initial Business Combination is fair to ~~restrictions~~the inCompany ~~making~~from ~~any~~a ~~such~~financial ~~purchases~~point ~~when~~of ~~they~~view. ~~are~~We do not intend to purchase multiple businesses in ~~possession~~unrelated ofindustries ~~any~~in ~~material~~conjunction ~~non-public~~with ~~information~~our ~~not~~initial ~~disclosed~~Business Combination. Subject to ~~the~~this ~~seller~~requirement, our Management has virtually unrestricted flexibility in identifying and selecting one or ifmore ~~such~~prospective ~~purchases~~target businesses, although we are ~~prohibited~~not bypermitted ~~Regulation~~to Meffectuate ~~under~~our ~~the~~initial ~~Exchange~~Business ~~Act~~Combination solely with another blank check company or a similar company with nominal operations.

~~The~~In ~~purpose of~~ any ~~such~~case, ~~purchases~~we ofwill ~~Public~~only ~~Shares~~complete ~~could~~an beinitial toBusiness ~~(i) increase~~Combination ~~the~~in ~~likelihood~~which ofwe ~~obtaining~~own ~~shareholder~~or ~~approval~~acquire of50% ~~the Business Combination~~ or ~~(ii) to~~more ~~satisfy~~of athe ~~closing~~outstanding ~~condition~~voting insecurities anof ~~agreement~~the ~~with a~~ target ~~that~~or ~~requires~~if usthe topost-transaction ~~have~~company ais ~~minimum~~otherwise ~~net~~not ~~worth~~required orto aregister ~~certain~~as ~~amount~~an ofinvestment ~~cash~~company atunder the ~~closing~~Investment ofCompany ~~the~~Act. ~~Business~~If ~~Combination,~~we ~~where~~own itor ~~appears~~acquire ~~that~~less ~~such~~than ~~requirement~~100% ~~would~~of ~~otherwise~~the ~~not~~equity beinterests ~~met.~~or ~~The~~assets ~~purpose~~ of ~~any~~a ~~such~~target ~~purchases~~business ofor ~~Public~~businesses, ~~Warrants could be to reduce~~ the ~~number~~portion of ~~Public~~such ~~Warrants~~business ~~outstanding~~ or tobusinesses ~~vote~~that ~~such~~are ~~warrants~~owned onor ~~any~~acquired ~~matters~~by ~~submitted to~~ the ~~warrantholders~~post-transaction ~~for~~company ~~approval~~is inwhat ~~connection~~will ~~with~~be ~~our~~taken ~~initial~~into ~~Business~~account ~~Combination.~~for ~~Any~~purposes ~~such~~of ~~transactions may result in~~ the ~~completion~~80% ~~of our Business Combination that may not otherwise have been possible~~Test.

12To the extent we effect our Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our Management assess the risks inherent in a particular target business with which we may combine, including PlusAI, we cannot assure our shareholders that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

~~Table~~Any costs incurred with respect to the identification and evaluation of, ~~Contents~~and negotiation with, a prospective target business with which our Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination. We will not pay any consulting fees to members of our Management Team, or any of their respective affiliates, for services rendered to or in connection with our initial Business Combination.

In11 addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

~~Our~~Lack Sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of ~~redemption requests submitted by shareholders (of the Class A Ordinary Shares) following our mailing of proxy materials in connection with our initial~~ Business ~~Combination.~~Diversification To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such shareholder has already submitted a proxy with respect to our initial Business Combination but only if such shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor, officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase Public Shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

~~Any~~For ~~purchases~~an byindefinite ~~our~~period ~~Sponsor,~~of ~~officers,~~time ~~directors~~after ~~and/or their affiliates who are affiliated purchasers under Rule 10b-18 under~~ the ~~Exchange~~completion ~~Act~~of ~~will~~our ~~only~~initial beBusiness ~~made~~Combination, to the ~~extent~~prospects ~~such~~for ~~purchases~~our ~~are~~success ~~able~~may todepend beentirely ~~made~~on inthe ~~compliance~~future ~~with~~performance ~~Rule~~of ~~10b-18, which is~~ a ~~safe~~single ~~harbor~~business, ~~from~~such ~~liability~~as ~~for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act~~PlusAI. ~~Rule~~Unlike ~~10b-18~~other ~~has~~entities ~~certain technical requirements~~ that ~~must~~have ~~be complied with in order for~~ the ~~safe~~resources ~~harbor~~ to becomplete ~~available~~Business toCombinations ~~the~~with ~~purchaser.~~multiple ~~Our~~entities ~~Sponsor, officers, directors and/or their affiliates will be subject to restrictions~~ in ~~making~~one ~~purchases of Ordinary Shares if the purchases would violate Section 9(a)(2)~~ or ~~Rule~~several ~~10b-5~~industries, ofit ~~the~~is ~~Exchange~~probable ~~Act.~~that ~~Any~~we ~~such purchases~~ will benot ~~reported~~have ~~pursuant to Section 13 and Section 16 of~~ the ~~Exchange~~resources ~~Act~~ to ~~the~~diversify ~~extent~~our ~~such~~operations ~~purchasers~~and ~~are~~mitigate ~~subject~~the torisks ~~such~~of ~~reporting~~being ~~requirements. Additionally,~~ in ~~the~~a ~~event~~single ~~our~~line ~~Sponsor,~~of ~~directors,~~business. ~~executive~~In ~~officers~~addition, ~~advisors~~we orintend ~~their affiliates were~~ to ~~purchase~~focus ~~Public~~our ~~Shares~~search orfor ~~Public~~an ~~Warrants~~initial ~~from~~Business ~~Public~~Combination ~~Shareholders, such purchases would be structured~~ in ~~compliance~~a ~~with~~single ~~the~~industry. ~~requirements~~By ofcompleting ~~Rule~~our ~~14e-5~~Business ~~under~~Combination ~~the~~with ~~Exchange~~only ~~Act~~a ~~including,~~single ~~in pertinent part~~entity, ~~through~~our ~~adherence~~lack toof ~~the~~diversification ~~following~~may:

• ~~our~~subject ~~registration~~us ~~statement/proxy~~to ~~statement~~negative ~~filed~~economic, ~~for~~competitive ~~our~~and ~~Business~~regulatory ~~Combination transaction would disclose the possibility that our Sponsor~~risks, ~~directors,~~any ~~executive officers, advisors~~ or ~~any~~all of ~~their~~which ~~affiliates~~ may ~~purchase~~have ~~shares~~a orsubstantial ~~warrants~~adverse ~~from~~impact ~~Public~~on ~~Shareholders~~the ~~outside~~particular ~~the~~industry ~~redemption~~in ~~process,~~which ~~along~~we ~~with~~operate ~~the~~after ~~purpose~~our ofinitial ~~such~~Business ~~purchases;~~Combination, and

• ifcause ~~our~~us ~~Sponsor,~~to ~~directors,~~depend ~~executive~~on ~~officers,~~the ~~advisors~~marketing orand ~~any~~sale of ~~their~~a ~~affiliates~~single ~~were~~product ~~to purchase shares~~ or ~~warrants~~limited ~~from~~number ~~Public~~of ~~Shareholders,~~products ~~they~~or ~~would do so at a price no higher than the price offered through our redemption process;~~services.

•Limited ~~our~~Ability ~~registration~~to ~~statement/proxy~~Evaluate statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our Sponsor, directors, executive officers, advisors or any of their affiliates would not be voted in favor of or against approving the ~~Business~~Target’s ~~Combination~~Management ~~transaction;~~Team

•Although we closely scrutinize the management of a prospective target business, including the management team of PlusAI, when evaluating the desirability of effecting our ~~Sponsor~~initial Business Combination with that business and plan to continue to do so if the PlusAI Business Combination is not consummated and we seek other Business Combination opportunities, ~~directors~~our assessment of the target business’s management may not prove to be correct. In addition, ~~executive~~the ~~officers~~future management may not have the necessary skills, ~~advisors~~qualifications or ~~any~~abilities to manage a public company. Furthermore, the future role of ~~their~~members ~~affiliates~~of ~~would~~our ~~not~~Management ~~possess~~Team, if any, ~~redemption~~in ~~rights~~the target business cannot presently be stated with ~~respect~~any certainty. The determination as to whether any of the members of our ~~securities~~Management Team will remain with the combined company will be made in connection with our initial Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial Business Combination, ifincluding ~~they~~in doconnection ~~acquire~~with ~~and~~the ~~possess~~PlusAI ~~redemption~~Business ~~rights~~Combination, ~~they~~it ~~would~~is ~~waive~~unlikely ~~such~~that ~~rights;~~any ~~and~~of them will devote their full efforts to our affairs subsequent to our initial Business Combination. Moreover, we cannot assure our shareholders that members of our Management Team will have significant experience or knowledge relating to the operations of the particular target business.

•We wecannot ~~would~~assure ~~disclose~~our shareholders that any of our key personnel will remain in asenior ~~Form~~management ~~8-K,~~or ~~before~~advisory ~~our~~positions ~~security~~with ~~holder~~the ~~meeting~~combined company. The determination as to ~~approve~~whether any of our key personnel will remain with the combined company will be made at the time of our initial Business Combination ~~transaction~~, including the ~~following~~PlusAI ~~material~~Business ~~items:~~Combination.

•Following a Business Combination, we may seek to recruit additional managers to supplement the ~~amount~~incumbent management of the target business. We cannot assure our ~~securities~~shareholders ~~purchased~~that ~~outside~~we ofwill have the ~~redemption~~ability ~~offer~~to byrecruit ~~our~~additional ~~Sponsor~~managers, ~~directors,~~or ~~executive~~that ~~officers,~~additional ~~advisors~~managers orwill ~~any~~have ofthe ~~their~~requisite ~~affiliates~~skills, ~~along~~knowledge ~~with~~or experience necessary to enhance the ~~purchase~~incumbent ~~price;~~management.

•Shareholders ~~the~~May ~~purpose~~Not ofHave the ~~purchases~~Ability byto Approve our ~~Sponsor,~~Initial ~~directors,~~Business ~~executive~~Combination ~~officers, advisors or any of their affiliates;~~

•We may conduct redemptions without a shareholder vote pursuant to the ~~impact,~~tender ifoffer ~~any,~~rules of the ~~purchases~~SEC byunless ~~our~~shareholder ~~Sponsor,~~approval ~~directors,~~is ~~executive~~required ~~officers,~~by ~~advisors~~applicable law or ~~any~~stock ofexchange ~~their~~listing ~~affiliates~~requirements on(as is the ~~likelihood~~case ~~that~~with the PlusAI Business Combination ~~transaction~~as ~~will~~currently becontemplated) ~~approved;~~or we choose to seek shareholder approval for business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial Business Combinations we may consider and whether shareholder approval is currently required under Cayman Islands law for each such transaction.

•Type ~~the identities~~ of ~~our~~Transaction ~~security~~WhetherShareholderApproval ~~holders~~isRequired ~~who~~Purchase ~~sold~~of toassets ~~our~~No ~~Sponsor,~~Purchase ~~directors,~~of ~~executive officers~~stock, ~~advisors~~shares or ~~any~~other ofequity ~~their~~interests ~~affiliates~~of ~~(if~~target not ~~purchased~~involving ona ~~the~~merger ~~open~~with ~~market)~~the orcompany ~~the~~No ~~nature~~Merger of ~~our~~target ~~security~~into ~~holders~~a ~~(e.g.,~~subsidiary 5%of ~~security~~the ~~holders)~~company ~~who~~No ~~sold~~Merger toof ~~our~~the ~~Sponsor,~~company ~~directors,~~with ~~executive~~a ~~officers,~~target ~~advisors or any of their affiliates; and~~Yes

13So long as we maintain a listing for our securities on Nasdaq, shareholder approval would be required for our initial Business Combination if, for example:

~~Table~~• we issue Class A Ordinary Shares that will be equal to or in excess of ~~Contents~~20% of the number of our Class A Ordinary Shares then issued and outstanding (other than in a public offering);

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

~~Please~~• ~~see~~any ~~“Risk~~of ~~Factors—If~~our wedirectors, ~~seek~~officers ~~shareholder~~or ~~approval~~substantial ofshareholders ~~our~~(as ~~initial~~defined ~~Business~~by ~~Combination,~~the ~~our~~Nasdaq ~~Sponsor,~~Rules) ~~directors,~~has ~~officers,~~a ~~advisors~~5% or ~~their~~greater ~~affiliates~~interest ~~may~~(or ~~elect~~such topersons ~~enter~~collectively ~~into~~have ~~certain~~a ~~transactions,~~10% ~~including~~or ~~purchasing~~greater ~~shares~~interest), directly or ~~warrants~~indirectly, ~~from~~in ~~public~~the ~~shareholders~~target business or ~~public~~assets ~~warrantholders,~~to ~~which~~be ~~may~~acquired ~~influence~~or otherwise and the ~~outcome~~present ofor apotential ~~vote~~issuance onof aOrdinary ~~proposed~~Shares ~~business~~could ~~combination~~result ~~and~~in ~~reduce~~an ~~the~~increase ~~public~~in ~~“float”~~issued ofand ~~our~~outstanding ~~Class A~~Ordinary ~~ordinary~~Shares ~~shares”~~or invoting ~~our~~power ~~IPO~~of ~~Registration~~5% ~~Statement.~~or more; or

~~Redemption~~• ~~Rights~~the ~~for~~issuance ~~Public~~or ~~Shareholders~~potential ~~upon~~issuance ~~Completion~~ of Ordinary Shares will result in our ~~Initial~~undergoing ~~Business~~a ~~Combination~~change of control.

WeSee ~~will~~“PlusAI provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares (including any securities for which such shares are exchanged in any prior migration or other restructuring) upon the completion of our initial Business Combination” atabove aand ~~per-share price, payable in cash, equal to~~ the ~~aggregate~~PlusAI ~~amount~~Registration ~~then~~Statement onfor ~~deposit~~more ininformation ~~the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination including interest earned~~ on the ~~funds~~requisite ~~held~~approvals in the Trust Account (which interest shall be net of Permitted Withdrawals), divided by the number of then-outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts and commissions we will pay to the underwriters. Our Sponsor, officers and directors will not be entitled to redemption rights with respect to any Founder Shares or Private Placement Shares held by them and any Public Shares held by them in connection with the ~~completion~~PlusAI ~~of our~~ Business Combination.

~~Limitations~~Permitted onPurchases ~~Redemptions~~of our Securities

WeIn ~~may~~the beevent ~~subject~~we seek shareholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to athe ~~minimum~~tender ~~cash~~offer ~~requirement~~rules, orour aSponsor, ~~maximum~~directors, ~~redemption~~officers, ~~requirement~~advisors ~~which~~or their affiliates may bepurchase ~~contained~~Public Shares or Public Warrants in privately negotiated transactions or in the ~~agreement~~open ~~relating~~market either prior to or following the completion of our initial Business Combination. ~~For~~Such ~~example,~~a ~~the~~purchase ~~proposed~~would ~~Business~~include ~~Combination~~a ~~may~~contractual ~~require~~acknowledgment ~~(i) cash~~that ~~consideration~~such toPublic beShareholder, ~~paid~~although tostill the ~~target~~record orholder ~~its~~of ~~owners~~our Public Shares, ~~(ii) cash~~is tono belonger ~~transferred~~the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the ~~target~~event ~~for~~that ~~working~~our ~~capital~~Sponsor, directors, officers, advisors or ~~other~~their ~~general~~affiliates ~~corporate~~purchase ~~purposes~~Public orShares ~~(iii) the~~in ~~retention~~privately ofnegotiated ~~cash~~transactions tofrom ~~satisfy~~Public ~~other~~Shareholders ~~conditions~~who inhave ~~accordance~~already ~~with~~elected ~~the~~to ~~terms~~exercise oftheir ~~the~~redemption ~~proposed~~rights ~~Business~~or ~~Combination.~~submitted Ina ~~the~~proxy ~~event~~to ~~the~~vote ~~aggregate~~against ~~cash~~our ~~consideration~~initial weBusiness Combination, such selling Public Shareholders would be required to ~~pay~~revoke ~~for~~their ~~all~~prior ~~Class A~~elections ~~Ordinary~~to redeem their Public Shares ~~that~~and ~~are~~any ~~validly~~proxy ~~submitted~~to ~~for~~vote ~~redemption~~against ~~plus~~our initial Business Combination. We do not currently anticipate that such purchases, if any, ~~amount~~would ~~required~~constitute a tender offer subject to ~~satisfy~~the ~~cash~~tender ~~conditions~~offer ~~pursuant~~rules under the Exchange Act or a going-private transaction subject to the ~~terms~~going-private ofrules under the ~~proposed~~Exchange ~~Business~~Act; ~~Combination~~however, ~~exceed~~if the ~~aggregate~~purchasers ~~amount~~determine at the time of ~~cash~~any ~~available~~such purchases that the purchases are subject to ussuch rules, wethe purchasers will ~~not~~be ~~complete~~required ~~the~~to ~~Business~~comply ~~Combination~~with orsuch ~~redeem~~rules. ~~any~~It ~~shares~~is intended that, ~~and~~if ~~all~~Rule ~~Class A~~10b-18 ~~Ordinary~~would ~~Shares~~apply ~~submitted~~to ~~for~~purchases ~~redemption~~by our Sponsor, directors, executive officers, advisors or any of their affiliates, then such purchases will becomply ~~returned~~with Rule 10b-18 under the Exchange Act, to the ~~holders~~extent ~~thereof~~it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

~~Manner~~There is no limit on the number of ~~Conducting~~Public ~~Redemptions~~Shares or Public Warrants our Sponsor, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the Nasdaq Rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

WeThe ~~will~~purpose ~~provide~~of ~~our~~any ~~Public~~such ~~Shareholders~~purchases ~~with the opportunity to redeem all or a portion~~ of ~~their~~ Public Shares ~~upon~~could ~~the~~be ~~completion~~to ~~of our initial Business Combination either~~ (i) inincrease ~~connection~~the ~~with~~likelihood aof ~~general~~obtaining ~~meeting~~shareholder ~~called~~approval toof ~~approve~~ the ~~initial~~ Business Combination or (ii) ~~without a shareholder vote by means of a tender offer. The decision as~~ to ~~whether~~satisfy ~~we will seek shareholder approval of~~ a ~~proposed~~closing ~~initial~~condition ~~Business~~in ~~Combination~~an oragreement ~~conduct~~with a ~~tender~~target ~~offer~~that ~~will~~requires ~~be made by~~ us, ~~solely~~to inhave ~~our~~a ~~discretion,~~minimum ~~and~~net ~~will~~worth beor ~~based on~~ a ~~variety~~certain amount of ~~factors~~cash ~~such~~at as the ~~timing~~closing of the ~~transaction~~Business ~~and~~Combination, ~~whether~~where ~~the~~it ~~terms~~appears ofthat ~~the~~such ~~transaction~~requirement would ~~require~~otherwise usnot tobe ~~seek shareholder approval under applicable law or stock exchange listing requirements~~met. ~~Unde~~The ~~the~~purpose ~~Nasdaq~~of ~~Rules,~~any ~~asset~~such ~~acquisitions and stock or share~~ purchases ~~would~~of ~~not~~Public ~~typically~~Warrants ~~require~~could ~~shareholder~~be ~~approval~~to ~~while~~reduce ~~direct mergers with~~ the ~~Company~~number ~~where we do not survive and any transactions where we issue more than 20%~~ of ~~our~~Public ~~issued~~Warrants ~~and~~ outstanding ~~Ordinary Shares~~ or ~~seek~~ to ~~amend~~vote ~~our~~such ~~Amended~~Public ~~and~~Warrants ~~Restated~~on ~~Charter~~any ~~would~~matters ~~require~~submitted ~~shareholder~~to ~~approval.~~the Ifwarrantholders wefor ~~structure~~approval anin ~~initial~~connection ~~Business Combination~~ with aour ~~target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed~~ initial Business Combination. SoAny ~~long~~such astransactions wemay ~~maintain~~result ain ~~listing~~the ~~for~~completion of our ~~securities~~Business onCombination ~~Nasdaq,~~that wemay ~~will~~not beotherwise ~~required~~have tobeen ~~comply with the shareholder approval requirements of the Nasdaq Rules~~possible.

~~The~~In ~~requirement~~addition, ~~that~~if wesuch ~~provide~~purchases ~~our~~are ~~Public~~made, ~~Shareholders with~~ the ~~opportunity~~public to“float” ~~redeem~~of ~~their~~our ~~Public~~securities ~~Shares~~may bybe ~~one~~reduced ofand the ~~two~~number ~~methods~~of ~~listed~~beneficial ~~above~~holders isof ~~contained in~~ our ~~Amended~~securities ~~and~~may ~~Restated~~be ~~Charter~~reduced, ~~and~~which ~~will~~may ~~apply~~make ~~whether~~it ordifficult ~~not~~to we maintain ~~our~~or ~~registration~~obtain ~~under~~ the ~~Exchange~~quotation, ~~Act~~listing or trading of our ~~listing~~securities on ~~Nasdaq. Such provisions may be amended if approved by~~ a ~~Special~~national ~~Resolution~~securities ~~of our shareholders~~exchange.

14Our Sponsor, directors, officers, advisors or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, directors, officers, advisors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by Public Shareholders following our mailing of proxy materials in connection with our initial Business Combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling Public Shareholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination, but only if such Public Shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor, officers, directors, advisors or any of their affiliates will select from which Public Shareholders to purchase Public Shares based on the negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase Public Shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

~~Table~~13 ~~of Contents~~

IfAny wepurchases ~~hold~~by our Sponsor, directors, officers, advisors or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a ~~shareholder~~safe ~~vote~~harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to ~~approve~~be ~~our~~available ~~initial~~to ~~Business~~the ~~Combination~~purchaser. Our Sponsor, wedirectors, ~~will~~officers, advisors or their affiliates will be subject to restrictions in making purchases of Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our ~~Amended~~Sponsor, ~~and~~directors, ~~Restated~~officers, ~~Charter~~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:

• ~~conduct~~our ~~the~~registration ~~redemptions~~statement/proxy instatement ~~conjunction~~filed ~~with~~for aour ~~proxy~~Business ~~solicitation~~Combination ~~pursuant~~transaction, toincluding ~~Regulation~~the ~~14A~~PlusAI ofRegistration Statement, would disclose the ~~Exchange~~possibility ~~Act~~that our Sponsor, ~~which~~directors, ~~regulates~~officers, ~~the~~advisors ~~solicitation~~or oftheir ~~proxies,~~affiliates ~~and~~may ~~not~~purchase ~~pursuant~~Public toShares ~~the~~or ~~tender~~Public ~~offer~~Warrants ~~rules~~from Public Shareholders outside the redemption process, ~~and~~along with the purpose of such purchases;

• ~~file~~if ~~proxy~~our ~~materials~~Sponsor, ~~with~~directors, executive officers, advisors or any of their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, they would do so at a price no higher than the ~~SEC.~~price offered through our redemption process;

In• ~~the~~our ~~event~~registration ~~that~~statement/proxy westatement ~~seek~~filed ~~shareholder~~for ~~approval of~~ our ~~initial~~ Business Combination transaction, weincluding ~~will~~the ~~distribute~~Plus ~~proxy~~AI ~~materials~~Registration ~~and~~Statement, inwould ~~connection~~include ~~therewith,~~a ~~provide~~representation that any of our ~~Public~~securities ~~Shareholders~~purchased ~~with~~by ~~the~~our ~~redemption~~Sponsor, ~~rights~~directors, ~~described~~officers, ~~above~~advisors ~~upon~~or ~~completion~~their affiliates would not be voted in favor of ~~the~~or ~~initial~~against approving the Business Combination. transaction;

If• ~~we seek shareholder approval, we will complete~~ our initial Business Combination only if we obtain the approval at an Ordinary Resolution for such Business Combination under Cayman Islands law and pursuant to our Amended and Restated Charter (or such higher approval threshold as may be required by Cayman Islands or other applicable law and pursuant to our Amended and Restated Charter). A quorum for such meeting will consist of the holders present in person or by proxy of shares the company representing at least one-third (1/3) of the voting power of all outstanding shares of the Company entitled to vote at such meeting. Our Sponsor ~~will count toward this quorum and have agreed to vote its Founder Shares~~, Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of our initial Business Combination. For purposes of seeking approval of the requisite majority of our outstanding Ordinary Shares voteddirectors, ~~abstentions and non-votes will have no effect on the approval of our initial Business Combination once a quorum is obtained. As a result~~officers, inadvisors ~~respect~~or oftheir ~~such~~affiliates ~~Ordinary Resolution, in addition to the Sponsor’s Founder Shares and Private Placement Shares, we~~ would ~~need~~not ~~10,418,751,~~possess orany ~~36.2%~~redemption ~~(assuming~~rights ~~all~~with ~~outstanding~~respect ~~shares are voted), of the 28,750,000 Public Shares currently outstanding~~ to ~~be voted in favor of an initial Business Combination in order to have~~ our ~~initial~~securities ~~Business Combination approved, subject to any higher consent threshold as may be required by Cayman Islands~~ or ~~other applicable law. These quorum and voting thresholds~~, ~~and~~if ~~the~~they ~~voting~~do ~~agreements~~acquire ~~of our Sponsor, officers~~ and ~~directors,~~possess may make it more likely that we will consummate our initial Business Combination. Each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. In addition, our Sponsor, officers and directors will not be entitled to redemption rights ~~with respect to any Founder Shares~~, ~~Private~~they ~~Placement~~would ~~Shares~~waive orsuch ~~Public~~rights; ~~Shares held by them in connection with the completion of a Business Combination.~~ and

If• we ~~conduct~~would ~~redemptions~~disclose ~~pursuant~~in toa ~~the~~Form ~~tender~~8-K, ~~offer~~before ~~rules~~our ofsecurity ~~the~~holder ~~SEC,~~meeting weto ~~will,~~approve ~~pursuant~~the toBusiness ~~our~~Combination ~~Amended~~transaction, ~~and~~the ~~Restated~~following ~~Charter:~~material items:

• ~~conduct~~ the ~~redemptions~~amount ~~pursuant~~of toour ~~Rule~~securities ~~13e-4~~purchased ~~and~~outside ~~Regulation 14E~~ of the ~~Exchange~~redemption ~~Act~~offer by our Sponsor, ~~which~~directors, ~~regulate~~officers, ~~issuer~~advisors ~~tender~~or ~~offers~~their affiliates, ~~and~~along with the purchase price;

• ~~file~~the ~~tender~~purpose ~~offer~~of ~~documents with~~ the ~~SEC~~purchases ~~prior~~by ~~to completing~~ our ~~initial~~Sponsor, Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Actdirectors, ~~which regulates the solicitation of proxies. Although we are not required to do so~~officers, weadvisors ~~currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing~~ or ~~Exchange~~their ~~Act registration.~~affiliates;

~~Upon~~• the ~~public~~impact, ~~announcement~~if any, of ~~our~~the ~~Business~~purchases ~~Combination,~~by ~~we or~~ our Sponsor, ~~will~~directors, ~~terminate~~officers, ~~any~~advisors ~~plan~~or ~~established~~their inaffiliates ~~accordance~~on ~~with~~the ~~Rule~~likelihood ~~10b5-1~~that ~~to purchase our Class A Ordinary Shares in~~ the ~~open~~Business ~~market~~Combination iftransaction wewill ~~elect~~be ~~to redeem our Public Shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.~~ approved;

In• the ~~event~~identities weof ~~conduct~~our ~~redemptions~~security ~~pursuant~~holders towho ~~the~~sold ~~tender~~to ~~offer~~our ~~rules~~Sponsor, ~~our~~directors, ~~offer to redeem will remain open for at least 20 business days~~officers, inadvisors ~~accordance~~or ~~with~~their ~~Rule~~affiliates ~~14e-1~~(a)if ~~under the Exchange Act, and we will~~ not bepurchased ~~permitted~~on tothe ~~complete~~open ~~our~~market) ~~initial~~or ~~Business Combination until~~ the ~~expiration~~nature of ~~the~~our ~~tender~~security ~~offer~~holders ~~period~~(e. ~~In addition~~g., ~~the~~5% ~~tender~~security ~~offer~~holders) ~~will~~who besold ~~conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted~~ to ~~redeem.~~our IfSponsor, ~~Public Shareholders tender more shares than we have offered to purchase~~directors, ~~we will withdraw the tender offer and not complete the initial Business Combination~~officers, ~~and~~advisors ~~instead~~or ~~may~~their ~~search~~affiliates; ~~for an alternate Business Combination.~~ and

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

~~Table~~See “PlusAI Business Combination” above and the PlusAI Registration Statement for more information on permitted purchases of ~~Contents~~our securities in connection with the PlusAI Business Combination.

~~Limitation~~Redemptions onin ~~Redemption~~Connection ~~upon~~with ~~Completion~~Our ~~of our~~ Initial Business Combination ~~if we Seek Shareholder Approval~~

IfRedemption weRights ~~seek~~for shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our Amended and Restated Charter provides that a Public ~~Shareholder,~~Shareholders ~~together~~upon ~~with~~Completion ~~any affiliate~~ of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering (the “Excess Shares”) without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our Management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in our Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our Management 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 shares sold in our Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including the Excess Shares) for or against our Business Combination.

~~Tendering~~We ~~Share~~will ~~Certificates~~provide inour ~~Connection~~Public Shareholders with the opportunity to redeem all or a ~~Tender~~portion ~~Offer~~of their Public Shares (including any securities for which such shares are exchanged in any prior migration or other restructuring) upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of Permitted Withdrawals), divided by the number of then-outstanding Public Shares, subject to the limitations described herein. As of December 31, 2025, the Redemption ~~Rights~~Price was approximately $10.70 per Public Share (before taxes payable, if any, and Permitted Withdrawals). The per-share amount we will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee we will pay to the Underwriters. Our Sponsor, officers and directors will not be entitled to redemption rights with respect to any Founder Shares or Private Placement Shares held by them and any Public Shares held by them in connection with the completion of our Business Combination.

~~Public~~See ~~Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in~~ “~~street~~PlusAI name,” will be required to either tender their certificates to our transfer agent prior to the date set forth in the proxy solicitation materials or tender offer documents (as applicable) mailed to such holders, or up to two business days prior to the initially scheduled vote on the proposal to approve the Business Combination” ~~(or~~above ~~any~~and ~~later date determined by our Board of Directors) in~~ the ~~event~~PlusAI weRegistration ~~distribute~~Statement ~~proxy~~for ~~materials,~~more orinformation toon ~~deliver~~redemptions their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The proxy solicitation materials or tender offer documents (as applicable) that we will furnish to holders of our Public Shares in connection with ~~our initial Business Combination will indicate~~ the ~~applicable~~PlusAI delivery requirements. Accordingly, a Public Shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the initially scheduled vote on the 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.~~

~~There~~14 is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

~~Any~~Limitations ~~request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote~~ on ~~the~~Redemptions ~~proposal to approve the Business Combination set forth in the proxy materials or tender offer documents, as applicable, unless otherwise agreed to by us.~~

~~Furthermore,~~We ifmay be subject to a ~~holder~~minimum ofcash requirement or a ~~Public~~maximum ~~Share~~redemption ~~delivered~~requirement ~~its~~that ~~certificate~~may be contained in ~~connection~~the ~~with~~agreement anrelating ~~election~~to ofour ~~redemption~~initial ~~rights~~Business ~~and~~Combination. ~~subsequently~~For ~~decides~~example, ~~prior~~the proposed Business Combination may require (i) cash consideration to be paid to the ~~applicable~~target ~~date~~or ~~not~~its owners, (ii) cash to ~~elect~~be transferred to ~~exercise~~the ~~such~~target ~~rights,~~for ~~such~~working ~~holder~~capital ~~may~~or ~~simply~~other ~~request~~general ~~that~~corporate purposes or (iii) the ~~transfer~~retention ~~agent~~of ~~return~~cash to satisfy other conditions in accordance with the ~~certificate~~terms ~~(physically~~of orthe ~~electronically).~~proposed ItBusiness isCombination. ~~anticipated~~In ~~that~~the event the ~~funds~~aggregate tocash consideration we would be ~~distributed~~required to ~~holders~~pay offor ~~our~~all Public Shares ~~electing~~that are validly submitted for redemption plus any amount required to ~~redeem~~satisfy ~~their~~cash ~~shares~~conditions ~~will~~pursuant beto ~~distributed~~the ~~promptly~~terms ~~after~~of the ~~completion~~proposed Business Combination exceed the aggregate amount of ~~our~~cash available to us, we will not complete the Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof.

IfSee ~~our~~“PlusAI ~~initial~~ Business Combination” isabove ~~not~~and ~~approved~~the orPlusAI ~~completed~~Registration ~~for~~Statement ~~any reason, then our Public Shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares~~ for ~~the~~more ~~applicable~~information ~~pro~~on ~~rata share of~~ the ~~Trust~~Minimum ~~Account.~~Cash InCondition ~~such~~in ~~case,~~connection wewith ~~will~~the ~~promptly~~PlusAI ~~return~~Business ~~any certificates delivered by public holders who elected to redeem their shares~~Combination.

IfManner ~~our initial proposed Business Combination is not completed, we may continue to try to complete a Business Combination until the end~~ of ~~the~~Conducting ~~Combination~~Redemptions ~~Period or until such earlier liquidation date as our Board of Directors may approve.~~

16We 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 either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed 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 requirements. Under the Nasdaq Rules, asset acquisitions and stock or share purchases would not typically require shareholder approval while direct mergers with the Company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or seek to amend our Amended and Restated Articles would require shareholder approval. If we structure an initial Business Combination with a target company in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed initial Business Combination. So long as we maintain a listing for our securities on Nasdaq, we will be required to comply with the shareholder approval requirements of the Nasdaq Rules.

~~Table~~The requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of ~~Contents~~the two methods listed above is contained in our Amended and Restated Articles and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a Special Resolution of our shareholders.

~~Redemption~~If ofwe ~~Public~~hold ~~Shares~~a ~~and~~shareholder ~~Liquidation~~vote ifto noapprove ~~Initial~~our initial Business Combination, we will, pursuant to our Amended and Restated Articles:

If• weconduct ~~are unable to complete our Business Combination within~~ the ~~Completion~~redemptions ~~Period,~~in weconjunction ~~will:~~with (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a ~~per-share~~proxy ~~price,~~solicitation ~~payable~~pursuant ~~in cash, equal~~ to ~~the~~Regulation ~~aggregate~~14A ~~amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account (which interest shall be net~~ of ~~Permitted Withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by~~ the ~~number~~Exchange ~~of then-outstanding Public Shares~~Act, which ~~redemption~~regulates ~~will completely extinguish Public Shareholders’ rights as shareholders (including~~ the ~~right~~solicitation ~~to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval~~ of ~~our remaining shareholders and our Board of Directors~~proxies, ~~liquidate~~ and ~~dissolve,~~not ~~subject~~pursuant ~~in each case~~ to ~~our obligations under Cayman Islands law to provide for claims of creditors and~~ the ~~requirements~~tender ofoffer ~~other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants~~rules, ~~which will expire without value to the holder if we fail to complete our initial Business Combination within the Completion Period.~~ and

~~Our~~• ~~Sponsor,~~file ~~officers~~proxy ~~and~~materials ~~directors will not be entitled to rights to liquidating distributions from the Trust Account~~ with ~~respect to any Founder Shares or Private Placement Shares held by them if we fail to complete our initial Business Combination within~~ the ~~Completion Period~~SEC. However, if our Sponsor, officers or directors acquire Public Shares in or after our Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Completion Period.

~~Our~~In ~~Sponsor,~~the ~~officers~~event ~~and directors have agreed~~ that ~~they~~we ~~will~~seek ~~not~~shareholder ~~propose~~approval ~~any amendment to our Amended and Restated Charter (i) in a manner that would affect the substance or timing~~ of our ~~obligation to redeem 100% of our Public Shares if we do not complete an~~ initial Business Combination, ~~within~~we ~~the~~will ~~Completion~~distribute ~~Period~~proxy ormaterials ~~(ii) with~~and, ~~respect~~in toconnection ~~any other provision relating to the right of holders of our Class A Ordinary Shares or pre-initial Business Combination activity~~therewith, ~~unless we~~ provide our Public Shareholders with the ~~opportunity~~redemption torights ~~redeem~~described ~~their~~above ~~Class A Ordinary Shares~~ upon ~~approval~~completion of ~~any such amendment at a per-share price, payable in cash, equal to~~ the ~~aggregate~~initial ~~amount~~Business then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of Permitted Withdrawals), divided by the number of then-outstanding Public SharesCombination. ~~Pursuant to our Amended and Restated Charter, such an amendment would need to be approved by a Special Resolution.~~

WeIf ~~expect~~we ~~that~~seek ~~all~~shareholder ~~costs~~approval, ~~and~~we ~~expenses~~will ~~associated~~complete ~~with~~our ~~implementing~~initial Business Combination only if we obtain the approval at an Ordinary Resolution for such Business Combination under Cayman Islands law and pursuant to our ~~liquidation,~~Amended asand ~~well~~Restated Articles (or such higher approval threshold as ~~payments~~may be required by Cayman Islands or other applicable law and pursuant to ~~any~~our ~~creditors,~~Amended ~~will~~and beRestated ~~funded~~Articles). ~~from~~A ~~amounts~~quorum ~~remaining~~for ~~out~~such meeting will consist of the ~~$2,412,564~~holders ~~(as~~present ofin ~~December 31,~~person ~~2024)~~or ofby ~~proceeds~~proxy ~~held~~of ~~outside~~shares the ~~Trust~~company ~~Account,~~representing ~~although~~at weleast ~~cannot~~one-third ~~assure~~(1/3) of the voting power of all our ~~shareholders~~issued ~~that~~and ~~there~~outstanding ~~will~~Ordinary beShares ~~sufficient~~entitled ~~funds~~to ~~for~~vote at such ~~purpose~~meeting. ~~However,~~Our ifSponsor ~~those~~will ~~funds~~count ~~are~~toward ~~not~~this ~~sufficient~~quorum and has agreed to ~~cover~~vote ~~the~~its ~~costs~~Founder Shares, Private Placement Shares and ~~expenses~~any ~~associated~~Public ~~with~~Shares ~~implementing~~purchased during or after the Initial Public Offering in favor of our ~~liquidation~~initial Business Combination. For purposes of seeking approval of the requisite majority of our outstanding Ordinary Shares voted, toabstentions and non-votes will have no effect on the ~~extent~~approval ~~that~~of ~~there~~our initial Business Combination once a quorum is ~~any~~obtained. ~~interest~~As ~~accrued~~a result, in respect of such Ordinary Resolution, in addition to the ~~Trust~~Sponsor’s ~~Account~~Founder ~~following~~Shares ~~Permitted~~and ~~Withdrawals~~Private Placement Shares, we ~~may~~would ~~request~~need 10,418,751, or 36.2% (assuming all outstanding shares are voted), of the ~~trustee~~28,750,000 toPublic ~~release~~Shares currently outstanding to usbe anvoted ~~additional~~in ~~amount~~favor of upan initial Business Combination in order to ~~$100~~have our initial Business Combination approved,~~000~~ subject to any higher consent threshold as may be required by Cayman Islands or other applicable law. These quorum and voting thresholds, and the voting agreements of ~~such~~our ~~accrued~~Sponsor, ~~interest~~officers and directors, may make it more likely that we will consummate our initial Business Combination. Each Public Shareholder may elect to ~~pay~~redeem ~~those~~its ~~costs~~Public Shares irrespective of whether it votes for or against the proposed transaction. In addition, our Sponsor, officers and ~~expenses~~directors will not be entitled to redemption rights with respect to any Founder Shares, Private Placement Shares or Public Shares held by them in connection with the completion of a Business Combination.

If15 we were to expend all of the net proceeds of our Initial Public Offering and the sale of the Private Placement Units, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure our shareholders that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure our shareholders that we will have funds sufficient to pay or provide for all creditors’ claims.

~~Although~~If we ~~will~~conduct ~~seek~~redemptions topursuant have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to ~~any monies held in~~ the ~~Trust~~tender ~~Account~~offer ~~for~~rules ~~the benefit~~ of ~~our~~the ~~Public Shareholders~~SEC, ~~there~~we ~~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~~pursuant ~~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,~~Amended 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~~Restated ~~only~~Articles: 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

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

~~Table~~• file tender offer documents with the SEC prior to completing our initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of ~~Contents~~the Exchange Act, which regulates the solicitation of proxies. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.

~~include~~Upon the ~~engagement~~public ofannouncement ~~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 we are 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. Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination ~~agreement~~, ~~reduce~~we ~~the amount of funds in the Trust Account to below (i) $10.00 per Public Share~~ or ~~(ii) such~~our ~~lesser~~Sponsor ~~amount~~will ~~per~~terminate ~~Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of Permitted Withdrawals, except as to~~ any ~~claims~~plan byestablished ~~a third party that executed a waiver of any and all rights to the monies held~~ in ~~the~~accordance ~~Trust~~with ~~Account~~Rule ~~(whether~~10b5-1 ~~or not such waiver is enforceable) and except as~~ to ~~any~~purchase ~~claims under~~ our ~~indemnity of the underwriters of our Initial~~ Public ~~Offering~~Shares ~~against~~in ~~certain liabilities, including liabilities under~~ the ~~Securities~~open ~~Act.~~market ~~However,~~if we ~~have~~elect ~~not asked our Sponsor~~ to ~~reserve~~redeem ~~for such indemnification obligations, nor have we independently verified whether~~ our ~~Sponsor~~Public ~~has~~Shares ~~sufficient~~through funds to satisfy its indemnity obligations, and we believe that our Sponsor’s only assets are securities of the Company. Therefore, we cannot assure our shareholders that our Sponsor would be able to satisfy those obligations. As a ~~result,~~tender ~~if any such claims were successfully made against the Trust Account~~offer, ~~the funds available for our initial Business Combination and redemptions could be reduced~~ to ~~less~~comply ~~than $10.00 per Public Share. In such event, we may not be able to complete our initial Business Combination, and our shareholders would receive such lesser amount per share in connection~~ with ~~any~~Rule ~~redemption~~14e-5 ofunder ~~their~~the ~~Public~~Exchange ~~Shares~~Act. ~~None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.~~

In the event ~~that~~we ~~the~~conduct ~~proceeds~~redemptions inpursuant ~~the Trust Account are reduced below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due~~ to ~~reductions in value of~~ the ~~trust~~tender ~~assets,~~offer ~~in each case net of Permitted Withdrawals~~rules, ~~and~~ our ~~Sponsor~~offer ~~asserts that it is unable~~ to ~~satisfy~~redeem ~~its~~will ~~indemnification~~remain ~~obligations~~open orfor ~~that~~at itleast ~~has~~20 nobusiness ~~indemnification obligations related to a particular claim~~days, ~~our~~in ~~independent~~accordance ~~directors~~with ~~would~~Rule ~~determine~~14e-1(a) ~~whether~~under tothe ~~take~~Exchange ~~legal~~Act, ~~action~~and ~~against our Sponsor to enforce its indemnification obligations. While~~ we ~~currently~~will ~~expect~~not ~~that~~be ~~our~~permitted ~~independent directors would take legal action on our behalf against our Sponsor~~ to ~~enforce~~complete ~~its indemnification obligations to us, it is possible that~~ our ~~independent~~initial ~~directors~~Business inCombination ~~exercising~~until ~~their business judgment may choose not to do so if, for example,~~ the ~~cost~~expiration of ~~such~~the ~~legal~~tender ~~action~~offer isperiod. ~~deemed~~In byaddition, the ~~independent~~tender ~~directors~~offer towill be ~~too~~conditioned ~~high~~on ~~relative~~Public toShareholders ~~the~~not ~~amount~~tendering ~~recoverable~~more orthan if the ~~independent~~number ~~directors~~of ~~determine~~Public ~~that~~Shares awe ~~favorable~~are ~~outcome~~permitted isto ~~not likely~~redeem. WeIf ~~have~~Public ~~not~~Shareholders ~~asked~~tender ~~our~~more ~~Sponsor~~Public toShares ~~reserve~~than ~~for such indemnification obligations and~~ we ~~cannot~~have ~~assure~~offered ~~our shareholders that our Sponsor would be able~~ to ~~satisfy those obligations. Accordingly~~purchase, we ~~cannot~~will ~~assure~~withdraw ~~our~~the ~~shareholders~~tender ~~that~~offer ~~due~~and tonot ~~claims~~complete ~~of creditors~~ the ~~actual~~initial ~~value~~Business ofCombination, ~~the~~and ~~per-share~~instead ~~redemption~~may ~~price~~search ~~will~~for ~~not~~an bealternate ~~less~~Business ~~than $10~~Combination.00 ~~per Public Share.~~

WeLimitation ~~will~~on ~~seek~~Redemptions toupon ~~reduce~~Completion ~~the possibility that our Sponsor will have to indemnify the Trust Account due to claims~~ of ~~creditors by endeavoring to have all vendors, service providers (other than~~ our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our Initial ~~Public~~Business ~~Offering~~Combination ~~against~~if ~~certain liabilities, including liabilities under the Securities Act. As of December 31, 2024,~~ we ~~had~~Seek ~~access~~Shareholder toApproval up to $2,412,564 from the proceeds of our Initial Public Offering and Private Placement, as well as Permitted Withdrawals, 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.

If we ~~file~~seek ashareholder ~~winding~~approval upof ~~petition~~our orinitial aBusiness ~~winding~~Combination upand ~~petition~~we isdo ~~filed~~not ~~against~~conduct usredemptions ~~that~~in isconnection ~~not~~with ~~dismissed,~~our ~~the~~initial ~~proceeds~~Business ~~held~~Combination inpursuant to the ~~Trust~~tender ~~Account~~offer ~~could~~rules, beour ~~subject~~Amended toand ~~applicable~~Restated ~~bankruptcy~~Articles orprovides ~~insolvency~~that ~~law~~a Public Shareholder, ~~and~~together awith ~~liquidator~~any ~~may~~affiliate ~~determine~~of ~~that~~such Public Shareholder or any other person with whom such ~~funds~~Public ~~should~~Shareholder beis ~~included~~acting in ~~our~~concert ~~bankruptcy~~ or ~~insolvency~~as ~~estate~~a ~~and~~“group” ~~subject~~(as todefined ~~the~~under ~~claims~~Section 13 of ~~third-party~~the ~~creditors~~Exchange ~~with~~Act), ~~priority~~will ~~over~~be ~~the~~restricted ~~claims~~from ofredeeming ~~our~~its ~~shareholders.~~Public ToShares ~~the~~with ~~extent~~respect ~~any~~to ~~bankruptcy~~more orthan ~~insolvency~~an ~~claims~~aggregate ~~deplete~~of 15% of the ~~Trust~~Public ~~Account,~~Shares wesold ~~cannot~~in ~~assure~~the ~~our~~Initial ~~shareholders~~Public weOffering ~~will~~(the be“Excess ~~able~~Shares”) towithout ~~return~~our ~~$10~~prior consent.00 ~~per~~We ~~share~~believe tothis ~~our~~restriction will discourage Public Shareholders. ~~Additionally,~~from ifaccumulating welarge ~~file~~blocks aof ~~winding~~Public upShares, ~~petition~~and orsubsequent aattempts ~~winding~~by upsuch ~~petition~~holders isto ~~filed~~use ~~against~~their usability ~~that~~to isexercise ~~not~~their ~~dismissed,~~redemption ~~any~~rights ~~distributions~~against ~~received~~a byproposed ~~shareholders~~Business ~~could~~Combination beas ~~subject~~a means to ~~challenge~~force ~~under~~us ~~applicable~~or ~~debtor/creditor~~our ~~and/or~~Management ~~insolvency~~to ~~laws~~purchase astheir Public Shares at a ~~“voidable~~significant ~~preference”~~premium orto athe ~~“fraudulent~~then-current ~~conveyance,~~market ~~preference~~price or ~~disposition~~on other undesirable terms.” AsAbsent athis ~~result~~provision, a ~~liquidator~~Public orShareholder aholding ~~bankruptcy~~more orthan ~~other~~an ~~court~~aggregate of 15% of the Public Shares sold in the Initial Public Offering could ~~seek~~threaten to ~~recover~~exercise ~~some~~its orredemption ~~all~~rights ~~amounts~~if ~~received~~such Public Shares are not purchased by us, our ~~shareholders.~~Sponsor ~~Furthermore,~~or our ~~Board~~Management ofat ~~Directors~~a ~~may~~premium beto ~~viewed~~the asthen-current ~~having~~market ~~breached~~price ~~its~~or ~~fiduciary~~on ~~duty~~other toundesirable usterms. orBy limiting our ~~creditors~~Public ~~and/or~~Shareholders’ ~~may~~ability ~~have~~to ~~acted~~redeem inno ~~bad~~more ~~faith,~~than ~~and~~15% ~~thereby~~of ~~exposing~~the ~~itself~~Public ~~and~~Shares sold in the ~~Company~~Initial toPublic ~~claims~~Offering ofwithout ~~punitive~~our ~~damages~~prior consent, bywe ~~paying~~believe ~~Public~~we ~~Shareholders~~will ~~from~~limit the ~~Trust~~ability ~~Account~~of ~~prior~~a small group of Public Shareholders to ~~addressing~~unreasonably ~~the~~attempt ~~claims~~to ofblock ~~creditors.~~our Weability ~~cannot~~to ~~assure~~complete our ~~shareholders~~initial Business Combination, particularly in connection with a Business Combination with a target that ~~claims~~requires ~~will~~as ~~not~~a beclosing ~~brought~~condition ~~against~~that uswe ~~for~~have ~~these~~a ~~reasons.~~minimum net worth or a certain amount of cash.

18However, we will not restrict our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business Combination.

~~Table~~Tendering ofShare ~~Contents~~Certificates in Connection with a Tender Offer or Redemption Rights

~~Our~~ Public Shareholders ~~will~~seeking ~~be entitled~~ to ~~receive~~exercise ~~funds~~their ~~from~~redemption ~~the~~rights, ~~Trust~~whether ~~Account~~they ~~only~~are ~~(i) in~~record ~~the~~holders ~~event~~or ofhold ~~the~~their ~~redemption of our~~ Public Shares ifin we“street ~~are~~name,” ~~unable~~will tobe ~~complete~~required ~~our~~to ~~initial~~either ~~Business~~tender ~~Combination~~their ~~within~~certificates ~~the~~to ~~Completion~~our ~~Period,~~transfer ~~(ii) in~~agent ~~connection~~prior ~~with~~to athe ~~shareholder~~date ~~vote~~set toforth ~~approve~~in anthe ~~amendment~~proxy tosolicitation ~~our~~materials ~~Amended~~or ~~and~~tender ~~Restated~~offer ~~Charter~~documents (Aas applicable) in amailed ~~manner~~to ~~that~~such ~~would~~holders, ~~affect~~or ~~the~~up ~~substance~~to ortwo ~~timing~~business ofdays ~~our~~prior ~~obligation~~ to ~~redeem~~the ~~100%~~initially ofscheduled ~~our~~vote ~~Public~~on ~~Shares~~the ifproposal weto doapprove ~~not~~the ~~complete an initial~~ Business Combination ~~within the Completion Period~~ (or ~~(B) with respect to~~ any ~~other~~later ~~provision~~date ~~relating~~determined toby ~~the~~our ~~rights~~Board of ~~holders~~Directors) ofin ~~our~~the ~~Class A~~event ~~Ordinary~~we ~~Shares~~distribute orproxy ~~pre-initial~~materials, ~~Business Combination activity~~ or ~~(iii) if~~to ~~they~~deliver ~~redeem~~ their ~~respective~~ shares ~~for~~to ~~cash~~the ~~upon~~transfer ~~the~~agent ~~completion~~electronically ofusing the ~~initial~~DWAC ~~Business Combination~~System, ~~subject~~at tothe ~~applicable~~holder’s ~~law~~option. ~~and~~The ~~any~~proxy ~~limitations~~solicitation ~~(including~~materials ~~but~~or ~~not~~tender ~~limited~~offer todocuments ~~cash~~(as ~~requirements~~applicable) ~~created~~that bywe ~~the~~will ~~terms~~furnish ofto ~~the~~our ~~proposed~~Public ~~Business~~Shareholders ~~Combination.~~in Inconnection nowith ~~other~~our ~~circumstances~~initial ~~will~~Business aCombination ~~shareholder~~will ~~have~~indicate ~~any~~the ~~right~~applicable ordelivery ~~interest~~requirements. ofAccordingly, ~~any~~a ~~kind~~Public toShareholder orwould inhave ~~the~~from ~~Trust Account. In~~ the ~~event~~time we ~~seek~~send ~~shareholder~~out ~~approval~~our intender ~~connection~~offer ~~with~~materials ~~our~~until ~~initial~~the ~~Business~~close ~~Combination,~~of athe ~~shareholder’s~~tender ~~voting~~offer inperiod, ~~connection~~or ~~with~~up ~~the~~to ~~Business~~two ~~Combination~~days ~~alone~~prior ~~will~~to ~~not~~the ~~result~~initially inscheduled avote ~~such~~on ~~shareholder~~the ~~redeeming~~Business ~~its~~Combination ~~shares~~if towe usdistribute ~~for~~proxy anmaterials, as applicable, ~~pro~~to ~~rata~~tender ~~share~~its ofPublic ~~the~~Shares ~~Trust~~if ~~Account.~~it ~~Such~~wishes ~~shareholder~~to ~~must~~seek ~~have~~to ~~also~~exercise ~~exercised~~ its redemption rights ~~described above~~. ~~These~~Given ~~provisions~~the ofrelatively ~~our~~short ~~Amended~~period ~~and~~in ~~Restated~~which ~~Charter,~~to ~~like~~exercise ~~all~~redemption ~~provisions~~rights, ofit ~~our~~is ~~Amended~~advisable ~~and~~for ~~Restated~~Public ~~Charter,~~Shareholders ~~may~~to beuse ~~amended~~electronic ~~with~~delivery aof ~~shareholder~~their ~~vote~~Public Shares.

~~Competition~~16

InThere ~~identifying,~~is ~~evaluating and selecting~~ a ~~target~~nominal ~~business~~cost ~~for~~associated ~~our~~with ~~Business~~the ~~Combination,~~above-referenced wetendering ~~may~~process ~~encounter~~and ~~intense~~the ~~competition~~act ~~from~~of ~~other~~certificating ~~entities~~the ~~having~~Public aShares ~~business~~or ~~objective~~delivering ~~similar~~them tothrough ~~ours,~~the ~~including~~DWAC ~~other~~System. ~~blank~~The ~~check~~transfer ~~companies,~~agent ~~private~~will ~~equity~~typically ~~groups~~charge ~~and~~the ~~leveraged~~tendering ~~buyout~~broker ~~funds,~~a ~~and~~fee ~~operating~~of ~~businesses~~approximately ~~seeking strategic acquisitions~~$100.00 ~~Many of these entities are well established~~ and ~~have~~it ~~extensive~~would ~~experience~~be ~~identifying~~up ~~and~~to ~~effecting~~the ~~Business~~broker ~~Combinations~~whether ~~directly~~ or ~~through~~not ~~affiliates.~~to ~~Moreover,~~pass ~~many~~this ofcost ~~these~~on ~~competitors~~to ~~possess~~the ~~greater~~redeeming ~~financial,~~holder. ~~technical~~However, ~~human~~this ~~and~~fee ~~other~~would ~~resources than we do. Our ability to acquire larger target businesses will~~ be ~~limited~~incurred byregardless ~~our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition~~ of awhether ~~target~~or ~~business.~~not ~~Furthermore,~~we ~~(1) our~~require ~~obligation to pay cash in connection with our~~ Public Shareholders ~~who~~seeking to exercise ~~their~~ redemption rights ~~may reduce the resources available~~ to ustender ~~for~~their ~~our~~Public ~~initial~~Shares. ~~Business~~The ~~Combination~~need ~~and~~to ~~(2) our~~deliver ~~outstanding~~shares ~~Warrants,~~is ~~and~~a ~~the~~requirement ~~future~~of ~~dilution~~exercising ~~they~~redemption ~~potentially~~rights ~~represent,~~regardless ~~may~~of ~~not~~the betiming ~~viewed favorably by certain target businesses. Any~~ of ~~these~~when ~~factors~~such ~~may~~delivery ~~place~~must usbe ~~at a competitive disadvantage in successfully negotiating an initial Business Combination~~effectuated.

~~Certain~~Any ~~Potential~~request ~~Conflicts~~to ofredeem ~~Interest~~such ~~Relating~~Public Shares, once made, may be withdrawn at any time up to M.two ~~Klein~~business ~~and~~days ~~Company~~prior to the initially scheduled vote on the proposal to approve the Business Combination set forth in the proxy materials or tender offer documents, as applicable, unless otherwise agreed to by us.

~~Our~~Furthermore, ~~Sponsor~~if isa anPublic ~~affiliate~~Shareholder ofdelivered M.its ~~Klein~~certificate ~~and~~in ~~Company.~~connection ~~Mr. Klein~~with isan ~~the~~election ~~founder and managing partner~~ of M.redemption ~~Klein~~rights and ~~Company~~subsequently ~~and~~decides ~~acts~~prior ~~as a strategic advisor~~ to ~~its~~the ~~clients.~~applicable ~~Mr. Klein~~date ~~has~~not ato ~~fiduciary~~elect ~~duty~~ to M.exercise ~~Klein~~such ~~and~~rights, ~~Company.~~such AsPublic aShareholder ~~result, Mr. Klein~~ may ~~have~~simply arequest ~~duty~~that tothe ~~offer~~transfer ~~acquisition~~agent ~~opportunities~~return tothe ~~clients~~certificate of(physically Mor electronically). ~~Klein~~It ~~and~~is ~~Company.~~anticipated Tothat the ~~fullest~~funds ~~extent permitted by law, Mr. Klein will have no duty~~ to ~~offer~~be ~~acquisition~~distributed ~~opportunities~~ to ~~the~~our ~~Company~~Public ~~unless~~Shareholders ~~presented~~electing to ~~him~~redeem ~~solely~~their inPublic ~~his~~Shares ~~capacity~~will asbe andistributed ~~officer~~promptly orafter ~~director of~~ the ~~Company~~completion ~~and~~of ~~after~~our heBusiness ~~has satisfied his contractual and fiduciary obligations to other parties~~Combination.

AsIf ~~a result, M. Klein and Company’s clients may compete with us for acquisition opportunities in the same industries and sectors as we may target for~~ our initial Business Combination. Ifis ~~any~~not ofapproved ~~them~~or ~~decide~~completed tofor ~~pursue~~ any ~~such opportunity~~reason, wethen ~~may~~our bePublic ~~precluded~~Shareholders ~~from procuring such opportunities. In addition, investment ideas generated within M. Klein and Company, including by Mr. Klein and other persons~~ who ~~may~~elected ~~make~~to ~~decisions~~exercise ~~for~~their ~~the~~redemption ~~company,~~rights ~~may~~would benot ~~suitable both for us and for M. Klein and Company or any of its clients, and may~~ be ~~directed~~entitled ~~initially~~ to ~~such~~redeem ~~persons~~their ~~rather~~Public ~~than~~Shares tofor ~~us. To~~ the ~~fullest~~applicable ~~extent~~pro ~~permitted~~rata byshare ~~law, none~~ of ~~Mr. Klein, M.~~the ~~Klein~~Trust ~~and Company or members of our Management Team who are also employed by M~~Account. ~~Klein~~In ~~and~~such ~~Company~~case, ~~have~~we ~~any~~will ~~obligation~~promptly toreturn ~~present us with~~ any ~~opportunity~~certificates ~~for~~delivered aby ~~potential~~Public ~~Business~~Shareholders ~~Combination~~who ofelected ~~which they become aware unless it is offered~~ to ~~them~~redeem ~~solely in~~ their ~~capacity~~Public ~~as a director or officer of the Company and after they have satisfied their contractual and fiduciary obligations to other parties (including other SPACs they are or may become involved with)~~Shares.

InIf ~~addition,~~our ~~Mr. Klein and M. Klein and Company may sponsor or form other blank check companies similar to ours during the period in which we are seeking an~~ initial proposed Business Combination. M.is ~~Klein~~not ~~and Company~~completed, ~~Mr. Klein~~we ~~and~~may ~~the~~continue ~~Operating Partners have complete discretion, subject~~ to ~~applicable~~try ~~fiduciary duties, as~~ to ~~which~~complete ~~blank check company they choose to pursue~~ a Business Combination ~~and~~until the ~~order~~end ~~in which they pursue Business Combinations for any~~ of ~~their existing or future blank check companies. As a result, M. Klein and Company, Mr. Klein and~~ the ~~Operating~~Combination ~~Partners~~Period ~~may~~or ~~pursue~~until ~~Business~~such Combinations for blank check companies that it has sponsored in any order, which could result in its more recent blank check companies completing Business Combinations prior to its blank check companies that were launched earlier. ~~There~~liquidation ~~are~~date ~~no contractual obligations governing the allocation of opportunities among the various blank check companies. Any determination~~ as toour ~~which~~Board ~~blank check company will pursue a particular acquisition target will be made based on the circumstances~~ of ~~the~~Directors ~~particular~~may situation, including but not limited to the relative sizes of the blank check companies compared to the sizes of the targets, the need or desire for additional financings and the relevant experience of the directors, officers and Operating Partners involved with a particular blank check companyapprove.

19Redemption of Public Shares and Liquidation if no Initial Business Combination

~~Table~~If we are unable to complete our Business Combination within the Combination Period, we will: (i) cease all operations except for the purpose of ~~Contents~~winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, 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 (which interest shall be net of Permitted Withdrawals and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case 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 without value to the holder if we fail to complete our initial Business Combination within the Combination Period.

~~The~~Pursuant ~~potential~~to ~~conflicts~~the ~~described~~Letter ~~above~~Agreement, ~~may~~our ~~limit~~Sponsor, ~~our~~officers ~~ability~~and directors are not entitled to ~~enter~~rights ~~into~~to aliquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement Shares held by them if we fail to complete our initial Business Combination orwithin ~~other~~the ~~transactions~~Combination Period. ~~These~~However, ~~circumstances~~if ~~could~~our ~~give~~Sponsor, ~~rise~~officers or directors acquire Public Shares in or after our Initial Public Offering, they will be entitled to ~~numerous~~liquidating ~~situations~~distributions ~~where~~from ~~interests~~the ~~may~~Trust ~~conflict~~Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.

~~Additionally~~Our Sponsor, weofficers ~~may~~and ~~engage~~directors ~~one~~have oralso ~~more~~agreed, ~~affiliates~~pursuant ofto ~~our~~the ~~Sponsor~~Letter Agreement, ~~officers~~that orthey ~~directors~~will ornot ~~their~~propose ~~respective~~any ~~affiliates~~amendment to ~~provide~~our ~~additional~~Amended ~~services~~and toRestated usArticles ~~after~~(i) in a manner that would affect the ~~Initial~~substance ~~Public~~or ~~Offering,~~timing ~~including,~~of ~~for~~our ~~example,~~obligation ~~identifying~~to ~~potential~~redeem ~~targets~~100% orof ~~providing~~our ~~financial~~Public ~~advisory~~Shares ~~services.~~if Wewe ~~may~~do ~~pay~~not ~~such~~complete ~~affiliates~~an ~~fair~~initial ~~and~~Business ~~reasonable~~Combination ~~fees~~within the Combination Period or (ii) with respect to any other ~~compensation~~provision ~~that~~relating ~~would~~to bethe ~~determined~~right atof ~~that~~holders ~~time~~of inour anClass A ~~arm’s~~Ordinary ~~length~~Shares ~~negotiation.~~or ~~Any~~pre-initial ~~such~~Business ~~affiliates’~~Combination ~~financial~~activity, ~~interests~~unless ~~tied~~we toprovide our Public Shareholders with the ~~consummation~~opportunity to redeem their Public Shares upon approval of any such amendment at a ~~Business~~per-share ~~Combination~~price, ~~transaction~~payable ~~may~~in ~~give~~cash, ~~rise~~equal to ~~potential~~the ~~conflicts~~aggregate ofamount then on deposit in the Trust Account, including interest earned on the funds held in ~~providing~~the ~~any~~Trust ~~such~~Account ~~additional~~(which ~~services~~interest toshall usbe net of Permitted Withdrawals), ~~including~~divided ~~potential~~by ~~conflicts~~the number of ~~interest~~then-outstanding inPublic ~~connection~~Shares. ~~with~~Pursuant ~~advising~~to ~~on,~~our ~~sourcing~~Amended and ~~consummating~~Restated ofArticles, such an ~~initial~~amendment ~~Business~~would ~~Combination~~need to be approved by a Special Resolution.

~~Limitations~~We onexpect ~~Our~~that ~~Access~~all costs and expenses associated with implementing our liquidation, as well as payments to ~~Investment~~any ~~Opportunities~~creditors, ~~Sourced~~will bybe Mfunded from amounts remaining out of the $2,469 (as of December 31, 2025) of proceeds and Permitted Withdrawals held outside the Trust Account, although we cannot assure our shareholders that there will be sufficient funds for such purpose. ~~Klein~~However, if those funds are not sufficient to cover the costs and ~~Company~~expenses associated with implementing our liquidation, to the extent that there is any interest accrued in the Trust Account following Permitted Withdrawals, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

M.17 Klein and Company may compete with us for acquisition opportunities that we may target for our initial Business Combination. If M. Klein and Company decides to pursue any such opportunity or determines in its sole discretion not to offer such opportunity to us, we may be precluded from procuring such opportunities. In addition, investment ideas generated within M. Klein and Company or by persons who may make decisions for us may be suitable for both us and for M. Klein and Company may be directed to M. Klein and Company or other third parties rather than to us. M. Klein and Company does not have any fiduciary, contractual or other obligations or duties to the Company, including, without limitation, to present us with any opportunity for a potential Business Combination of which they become aware.

~~Our~~If ~~Management~~we ~~Team,~~were into ~~their~~expend ~~other~~all ~~endeavors~~of ~~(including~~the ~~any~~net ~~affiliation~~proceeds ~~they~~of ~~may~~the ~~have~~Initial ~~with~~Public M.Offering ~~Klein~~ and ~~Company)~~the Private Placement, ~~may~~other ~~choose~~than orthe beproceeds ~~required~~deposited toin ~~present~~the ~~potential~~Trust ~~Business~~Account, ~~Combinations~~and orwithout ~~other~~taking ~~transactions~~into toaccount M.interest, ~~Klein~~if ~~and~~any, ~~Company~~earned oron ~~third~~the ~~parties~~Trust Account, ~~before~~the ~~they~~Redemption ~~present~~Price ~~such~~upon ~~opportunities~~our todissolution ~~us.~~would ~~Please~~be ~~see~~approximately ~~“Risk~~$10.70 ~~Factors—Certain~~as of ~~our~~December 31, ~~officers~~2025. ~~and~~The ~~directors~~proceeds ~~are~~deposited ~~now~~in the Trust Account could, ~~and~~however, ~~all~~become subject to the claims of ~~them~~our ~~may~~creditors inwhich would have higher priority than the ~~future~~claims ~~become,~~of ~~affiliated~~our ~~with~~Public ~~entities~~Shareholders. ~~engaged~~We incannot ~~business~~assure ~~activities~~our ~~similar~~Public toShareholders ~~those~~that ~~intended~~the toactual beper-share ~~conducted~~redemption amount received by usPublic ~~and,~~Shareholders ~~accordingly,~~will ~~may~~not ~~have~~be ~~conflicts~~substantially ofless ~~interest~~than inthe ~~determining~~Redemption Price. While we intend to ~~which~~pay ~~entity~~such aamounts, ~~particular~~if ~~business~~any, ~~opportunity~~we orcannot ~~other~~assure ~~transaction~~our ~~should~~shareholders bethat ~~presented”~~we inwill ~~our~~have ~~IPO~~funds ~~Registration~~sufficient ~~Statement~~to pay or provide for all creditors’ claims.

~~Not~~Although we seek to have all ~~Members~~vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of ~~Our~~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 ~~Team~~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 ~~Independent~~believed by Management to be significantly superior to those of Mother consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. ~~Klein~~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 ~~Company~~will not seek recourse against the Trust Account for any reason.

Our ~~Management~~Sponsor ~~Team~~has isagreed ~~responsible~~that it will be liable to us if and to the extent any claims by a third party (other than our independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the ~~management~~amount of ~~our~~funds ~~affairs.~~in Mrthe Trust Account to below (i) $10.00 per Public Share or (ii) ~~Klein~~such islesser amount per Public Share held in the ~~founder~~Trust ~~and~~Account ~~managing~~as ~~partner~~of the date of M.the ~~Klein~~liquidation ~~and~~of ~~Company~~the ~~and~~Trust ~~acts~~Account, asdue ato ~~strategic~~reductions ~~advisor~~in value of the trust assets, in each case net of Permitted Withdrawals, except as to ~~its~~any ~~clients.~~claims ~~Mr. Klein~~by ~~has~~a third party that executed a ~~fiduciary~~waiver ~~duty~~of any and all rights to M.the ~~Klein~~monies held in the Trust Account (whether or not such waiver is enforceable) and ~~Company.~~except Asas ato ~~result~~any claims under our indemnity of the Underwriters against certain liabilities, Mrincluding liabilities under the Securities Act. ~~Klein~~ ~~may~~However, we have anot ~~duty~~asked our Sponsor to ~~offer~~reserve ~~acquisition~~for ~~opportunities~~such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to ~~clients~~satisfy ofits M.indemnity ~~Klein~~obligations, and we believe that our Sponsor’s only assets are securities of the Company. ToTherefore, ~~the~~we ~~fullest~~cannot ~~extent~~assure ~~permitted~~our byPublic ~~law,~~Shareholders ~~Mr. Klein~~that ~~will~~our ~~have~~Sponsor nowould ~~duty~~be able to ~~offer~~satisfy ~~acquisition~~those ~~opportunities~~obligations. toAs a result, if any such claims were successfully made against the ~~Company~~Trust ~~unless~~Account, ~~presented~~the funds available for our initial Business Combination and redemptions could be reduced to ~~him~~less inthan ~~his~~$10.00 ~~capacity~~per asPublic anShare. ~~officer~~In orsuch ~~director~~event, ofwe ~~the~~may ~~Company~~not ~~and~~be ~~after~~able heto ~~has~~complete ~~satisfied~~our ~~his~~initial ~~contractual~~Business Combination, and ~~fiduciary~~our ~~obligations~~Public toShareholders ~~other~~would receive such lesser amount per share in connection with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Employees~~In the event that the proceeds in the Trust Account are reduced below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the Trust Account assets, in each case net of Permitted Withdrawals, 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 if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our Sponsor to reserve for such indemnification obligations and we cannot assure our Public Shareholders that our Sponsor would be able to satisfy those obligations. Accordingly, we cannot assure our Public 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.

We18 currently have two officers and do not intend to have any full-time employees prior to the completion of our initial Business Combination. 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 our 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 our initial Business Combination and the current stage of the Business Combination process.

~~Periodic~~We ~~Reporting~~seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. As of December 31, 2025, we had access to up to $2,469 from the proceeds of our Initial Public Offering and ~~Financial~~Private ~~Information~~Placement, as well as Permitted Withdrawals, 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.

WeIf ~~have~~we ~~registered~~file ~~our~~a ~~Units,~~winding ~~Class A~~up ~~Ordinary~~petition ~~Shares~~or ~~and~~a ~~Public~~winding ~~Warrants~~up ~~under~~petition ~~the~~is ~~Exchange~~filed ~~Act~~against ~~and~~us ~~have~~that ~~reporting~~is ~~obligations~~not dismissed, ~~including~~the proceeds held in the ~~requirement~~Trust ~~that~~Account wecould ~~file~~be ~~annual,~~subject ~~quarterly~~to applicable bankruptcy or insolvency law, and ~~current~~a ~~reports~~liquidator ~~with~~may determine that such funds should be included in our bankruptcy or insolvency estate and subject to the ~~SEC.~~claims Inof ~~accordance~~third-party creditors with priority over the ~~requirements~~claims of our shareholders. To the ~~Exchange~~extent ~~Act~~any bankruptcy or insolvency claims deplete the Trust Account, we cannot assure our ~~annual~~shareholders ~~reports~~we will ~~contain~~be ~~financial~~able ~~statements~~to ~~audited~~return $10.00 per share to our Public Shareholders. Additionally, if we file a winding up petition or a winding up petition is filed against us that is not dismissed, any distributions received by Public Shareholders could be subject to challenge under applicable debtor/creditor and/or ~~reported~~insolvency onlaws as a “voidable preference” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or a bankruptcy or other court could seek to recover some or all amounts received by our ~~independent~~shareholders. ~~registered~~Furthermore, ~~public~~our ~~accounting~~Board ~~firm~~of Directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself and the Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons.

20Our Public Shareholders are entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we are unable to complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to approve an amendment to our Amended and Restated Articles (A) in a manner that would affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete an initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of our Class A Ordinary Shares or pre-initial Business Combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of the initial Business Combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed Business Combination. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial Business Combination, a Public Shareholder’s voting in connection with the Business Combination alone will not result in a such Public Shareholder redeeming its Public Shares to us for an applicable pro rata share of the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions of our Amended and Restated Articles, like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote.

~~Table~~Competition ~~of Contents~~

WeIn ~~will~~identifying, ~~provide~~evaluating ~~shareholders~~and ~~with~~selecting ~~audited~~a ~~financial statements of the prospective~~ target business asfor ~~part~~our ofBusiness ~~the~~Combination, ~~proxy~~we ~~solicitation~~may ~~materials~~encounter orintense ~~tender~~competition ~~offer~~from ~~documents~~other ~~(as~~entities ~~applicable)~~having ~~sent~~a tobusiness ~~shareholders.~~objective ~~These~~similar ~~financial statements may be required~~ to beours, ~~prepared~~including inother ~~accordance~~blank ~~with~~check ~~GAAP~~companies, orprivate ~~reconciled~~equity ~~to,~~groups ~~GAAP,~~and orleveraged ~~IFRS,~~buyout ~~depending on the circumstances~~funds, and ~~the~~operating ~~historical~~businesses ~~financial~~seeking ~~statements~~strategic ~~may~~acquisitions. beMany ~~required~~of tothese beentities ~~audited~~are inwell ~~accordance~~established ~~with~~and ~~the~~have ~~standards~~extensive ofexperience ~~the~~identifying ~~PCAOB.~~and ~~These~~effecting ~~financial~~Business ~~statement~~Combinations ~~requirements~~directly ~~may~~or ~~limit~~through ~~the~~affiliates. ~~pool~~Moreover, many of ~~potential~~these ~~target~~competitors ~~businesses~~possess wegreater ~~may~~financial, ~~acquire~~technical, ~~because~~human ~~some~~and ~~targets~~other ~~may~~resources bethan ~~unable~~we todo. ~~provide~~Our ~~such~~ability ~~statements in time for us~~ to ~~disclose~~acquire ~~such~~larger ~~statements~~target inbusinesses ~~accordance~~will ~~with~~be ~~federal~~limited ~~proxy~~by ~~rules and complete~~ our ~~initial~~available ~~Business~~financial ~~Combination~~resources. ~~within~~This ~~the~~inherent ~~prescribed~~limitation ~~time~~gives ~~frame.~~others Wean ~~cannot~~advantage ~~assure~~in ~~our~~pursuing ~~shareholders~~the ~~that~~acquisition ~~any~~of ~~particular~~a target business. ~~identified~~Furthermore, by(1) our usobligation asto apay ~~potential~~cash ~~acquisition candidate will have financial statements prepared~~ in ~~accordance~~connection with ~~the~~our ~~requirements~~Public ~~outlined~~Shareholders ~~above,~~who orexercise ~~that~~their ~~the~~redemption ~~potential~~rights ~~target~~may ~~business~~reduce ~~will~~the beresources ~~able~~available to ~~prepare~~us ~~its~~for ~~financial~~our ~~statements~~initial inBusiness ~~accordance~~Combination ~~with~~and ~~the~~(2) our ~~requirements~~outstanding ~~outlined~~Warrants, ~~above.~~and To the ~~extent~~future ~~that~~dilution ~~any~~they ~~applicable~~potentially ~~requirements cannot be met~~represent, we may not be ~~able~~viewed tofavorably ~~acquire~~by ~~the~~certain ~~proposed~~ target ~~business~~businesses. ~~While~~Any ~~this~~of ~~may~~these ~~limit~~factors ~~the~~may ~~pool~~place ofus ~~potential~~at ~~acquisition~~a ~~candidates,~~competitive wedisadvantage doin ~~not~~successfully ~~believe~~negotiating ~~that~~an ~~this~~initial ~~limitation~~Business ~~will be material~~Combination.

WeCertain ~~will~~Potential beConflicts ~~required~~of toInterest ~~evaluate~~Relating ~~our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act. Only in the event we are deemed~~ to ~~be a large accelerated filer or an accelerated filer will we be required to have our internal control procedures audited~~M. AKlein target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and ~~costs~~Company ~~necessary to complete any such acquisition.~~

WeOur ~~have~~Sponsor ~~filed~~is aan ~~Registration~~affiliate ~~Statement~~of onM. ~~Form~~Klein ~~8-A~~and ~~with~~Company. Mr. Klein is the ~~SEC~~founder toand ~~voluntarily~~managing ~~register~~partner ~~our~~of ~~securities~~M. ~~under~~Klein ~~Section~~and Company and acts as a strategic advisor to its clients. Mr. 12Klein ofhas ~~the~~a ~~Exchange~~fiduciary ~~Act~~duty to M. Klein and Company. As a result, weMr. Klein ~~are~~may ~~subject~~have a duty to ~~the~~offer ~~rules~~acquisition ~~and~~opportunities ~~regulations~~to ~~promulgated~~clients ~~under~~of ~~the~~M. ~~Exchange~~Klein ~~Act~~and ~~applicable~~Company. toTo ~~Exchange~~the ~~Act~~fullest ~~registered~~extent ~~companies~~permitted by law, Mr. Klein Wewill have no ~~current~~duty ~~intention~~to ofoffer ~~filing~~acquisition aopportunities ~~Form~~to 15us unless presented to ~~suspend~~him ~~our~~solely ~~reporting~~in his capacity as an officer or ~~other~~director ~~obligations~~of ~~under~~our ~~the~~Company ~~Exchange~~and ~~Act~~after ~~prior~~he orhas ~~subsequent~~satisfied tohis ~~the~~contractual ~~consummation~~and offiduciary ~~our~~obligations ~~initial~~to ~~Business~~other ~~Combination~~parties.

We19 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.

InAs ~~addition~~a result, ~~Section 107~~M. ofKlein and Company’s clients may compete with us for acquisition opportunities in the ~~JOBS~~same ~~Act~~industries ~~also~~and ~~provides~~sectors ~~that~~as anwe ~~“emerging~~may ~~growth~~target ~~company”~~for ~~can~~our ~~take~~initial ~~advantage~~Business Combination. If any of ~~the~~them ~~extended~~decide ~~transition~~to ~~period~~pursue ~~provided~~any insuch ~~Section~~opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within M. Klein and Company, including by Mr. ~~7(a)(2)(B)~~Klein ofand ~~the~~other ~~Securities~~persons ~~Act~~who may make decisions for ~~complying~~the ~~with~~company, ~~new~~may orbe ~~revised~~suitable ~~accounting~~both ~~standards~~for us and for M. InKlein ~~other~~and ~~words~~Company or any of its clients, anand ~~“emerging~~may ~~growth~~be ~~company”~~directed ~~can~~initially ~~delay~~to such persons rather than to us. To the ~~adoption~~fullest extent permitted by law, none of ~~certain~~Mr. Klein, M. ~~accounting~~Klein ~~standards~~and ~~until~~Company ~~those~~or ~~standards~~members ~~would~~of ~~otherwise~~our ~~apply~~Management toTeam ~~private~~who ~~companies~~are also employed by M. WeKlein ~~intend~~and Company have any obligation to ~~take~~present ~~advantage~~us ofwith ~~the~~any ~~benefits~~opportunity for a potential Business Combination of ~~this~~which ~~extended~~they ~~transition~~become ~~period~~aware unless it is offered to them solely in their capacity as our director or officer and after they have satisfied their contractual and fiduciary obligations to other parties (including other SPACs they are or may become involved with).

WeIn ~~will~~addition, ~~remain~~Mr. Klein anand ~~emerging~~M. ~~growth~~Klein ~~company~~and ~~until~~Company ~~the~~may ~~earlier~~sponsor ofor ~~(i) the~~form ~~last~~other ~~day~~blank ofcheck ~~the~~companies ~~fiscal~~similar ~~year~~to ~~(a) following~~ours during the ~~fifth~~period ~~anniversary~~in ofwhich ~~the~~we ~~completion~~are ofseeking ~~our~~an ~~Initial~~initial ~~Public~~Business ~~Offering,~~Combination. orM. ~~May~~Klein and Company, Mr. 6Klein and the Strategic and Operating Partners have complete discretion, ~~2029~~subject to applicable fiduciary duties, ~~(b)~~as to which blank check company they choose to pursue a Business Combination and the order in which wethey ~~have~~pursue ~~total~~Business ~~annual~~Combinations ~~gross~~for ~~revenue~~any of attheir ~~least~~existing $1or future blank check companies.~~235~~ As a result, M. Klein and Company, Mr. ~~billion~~Klein ~~(as~~and ~~adjusted~~the Strategic and Operating Partners may pursue Business Combinations for ~~inflation~~blank ~~pursuant~~check tocompanies ~~SEC~~that ~~rules~~it ~~from~~has ~~time~~sponsored toin ~~time)~~any order, orwhich ~~(c)~~ could result in ~~which~~its wemore recent blank check companies completing Business Combinations prior to its blank check companies that were launched earlier. There are ~~deemed~~no contractual obligations governing the allocation of opportunities among the various blank check companies. Any determination as to bewhich blank check company will pursue a ~~large~~particular ~~accelerated~~acquisition ~~filer,~~target ~~which~~will ~~means~~be ~~the~~made ~~market~~based ~~value~~on the circumstances of ~~our~~the ~~Class A~~particular ~~Ordinary~~situation, ~~Shares~~including ~~that~~but isnot ~~held~~limited byto ~~non-affiliates~~the ~~equals~~relative orsizes ~~exceeds~~of ~~$700 million~~the asblank ofcheck companies compared to the ~~prior~~sizes ~~June~~of ~~30th~~the targets, the need or desire for additional financings and ~~(ii)~~ the ~~date~~relevant onexperience ~~which~~of wethe ~~have~~directors, ~~issued~~officers ~~more~~and ~~than~~Strategic ~~$1.0 billion~~and inOperating ~~non-convertible~~Partners ~~debt~~involved ~~during~~with ~~the~~a ~~prior~~particular ~~three-year~~blank ~~period~~check company.

~~Additionally,~~The wepotential ~~are~~conflicts adescribed ~~“smaller~~above ~~reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies~~ may ~~take~~limit ~~advantage~~our ofability ~~certain~~to ~~reduced~~enter ~~disclosure~~into ~~obligations, including, among other things, providing only two years of audited financial statements. We will remain~~ a ~~smaller~~Business ~~reporting~~Combination ~~company for so long as either (i) the market value of our Ordinary Shares held by non-affiliates is less than $250.0 million as of the end of our second fiscal quarter~~ or ~~(ii) we~~other ~~have annual revenues of less than $100~~transactions.~~0 million~~ ~~and~~These ~~the~~circumstances ~~market~~could ~~value~~give ofrise ~~our~~to ~~Ordinary~~numerous ~~Shares~~situations ~~held~~where byinterests ~~non-affiliates~~may ~~is less than $700~~conflict.~~0 million~~ ~~as of the end of our second fiscal quarter.~~

21Additionally, we may engage one or more affiliates of our Sponsor, directors, officers, advisors and their respective affiliates to provide additional services to us after the Initial Public Offering, including, for example, identifying potential targets or providing financial advisory services. We may pay such affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. Any such affiliates’ financial interests tied to the consummation of a Business Combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with advising on, sourcing and consummating of an initial Business Combination.

~~Table~~Not all Members of ~~Contents~~Our Management Team are Independent of M. Klein and Company

~~Item~~Our 1AManagement Team is responsible for the management of our affairs. ~~Risk~~ ~~Factors~~Mr. Klein is the founder and managing partner of M. Klein and Company and acts as a strategic advisor to its clients. Mr. Klein has a fiduciary duty to M. Klein and Company. As a result, Mr. Klein may have a duty to offer acquisition opportunities to clients of M. Klein and Company. To the fullest extent permitted by law, Mr. Klein will have no duty to offer acquisition opportunities to the Company unless presented to him in his capacity as our officer or director and after he has satisfied his contractual and fiduciary obligations to other parties.

AsEmployees a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:

•We wecurrently ~~are~~have atwo ~~blank~~officers ~~check~~and ~~company~~do ~~and~~not anintend ~~early~~to ~~stage~~have ~~company~~any ~~with~~full-time noemployees ~~revenue~~prior orto ~~basis~~the completion of our initial Business Combination. Members of our Management Team are not obligated to ~~evaluate~~devote any specific number of hours to our ~~ability~~matters, but they devote as much of their time as they deem necessary to ~~select~~our aaffairs ~~suitable~~until ~~business~~we ~~target;~~have completed our initial Business Combination. The amount of time that any members of our Management Team devote in any time period varies based on our current stage of the Business Combination process.

•Periodic weReporting ~~may not be able to select an appropriate target business or businesses~~ and ~~complete~~Financial ~~our~~Information ~~initial Business Combination within the Combination Period;~~

•We have registered our ~~expectations~~Public ~~around~~Units, Public Shares and Public Warrants under the ~~performance~~Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accounting firm. We have no current intention of filing a ~~prospective~~Form ~~target~~15 ~~business~~to suspend our reporting or ~~businesses~~other ~~may~~obligations ~~not~~under bethe ~~realized;~~Exchange Act prior or subsequent to the consummation of our initial Business Combination.

•We wewill provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents (as applicable) sent to shareholders, including the PlusAI Registration Statement. These financial statements may ~~not~~be required to be ~~successful~~prepared in ~~retaining~~accordance with GAAP, or ~~recruiting~~reconciled ~~required~~to, ~~officers~~GAAP, ~~key~~or ~~employees~~IFRS, ordepending ~~directors~~on ~~following~~the ~~our~~circumstances, ~~initial~~and ~~Business~~the ~~Combination;~~historical financial statements may be required to be audited in accordance with the standards of the PCAOB.

•20 our officers and directors may have difficulty allocating their time between the Company and other businesses and may potentially have conflicts of interest with our business or in approving our initial Business Combination;

• These financial statement requirements may limit the pool of potential target businesses we may ~~not~~acquire because some targets may be ~~able~~unable to ~~obtain~~provide ~~additional~~such ~~financing~~statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination within the prescribed time frame. We cannot assure our shareholders that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or ~~reduce~~that the ~~number~~potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that any applicable requirements cannot be met, we may not be able to acquire the proposed target business, including PlusAI. While this may limit the pool of ~~Public~~potential ~~Shareholders~~acquisition ~~requesting~~candidates, ~~redemption;~~we do not believe that this limitation will be material.

•We weare ~~may~~required ~~issue~~to evaluate our ~~Ordinary~~internal ~~Shares~~control toprocedures ~~investors~~for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act. Only in ~~connection~~the ~~with~~event ~~our~~we ~~initial~~are ~~Business~~deemed ~~Combination~~to atbe a ~~price~~large ~~that~~accelerated isfiler ~~less~~or ~~than~~an accelerated filer will we be required to have our internal control procedures audited. A target business may not be in compliance with the ~~prevailing~~provisions ~~market~~of ~~price~~the Sarbanes-Oxley Act regarding adequacy of ~~our~~their ~~Ordinary~~internal ~~Shares~~controls. atThe ~~that~~development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time; and costs necessary to complete any such acquisition.

•We ~~our~~are ~~shareholders~~a ~~may~~Cayman ~~not~~Islands beexempted ~~given~~company. Exempted companies are Cayman Islands companies conducting business mainly outside the ~~opportunity~~Cayman toIslands ~~choose~~and, as such, are exempted from complying with certain provisions of the ~~initial~~Companies ~~Business~~Act. ~~Combination~~As ~~target~~an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to ~~vote~~us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the ~~initial~~nature ~~Business~~of ~~Combination;~~estate duty or inheritance tax will be payable (i) on or in respect of our Ordinary Shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

•We ~~Trust~~are ~~Account~~an ~~funds~~“emerging ~~may~~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 be“emerging ~~protected~~growth ~~against~~companies” ~~third~~including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-~~party~~Oxley ~~claims~~Act, orreduced ~~bankruptcy;~~disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

•In addition, Section 107 of the JOBS Act also provides that an ~~active~~“emerging ~~market~~growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for ~~our~~complying ~~public~~with ~~securities~~new ~~may~~or ~~not~~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 continue ~~and~~to ~~our~~take ~~shareholders~~advantage ~~may~~of ~~have~~the ~~limited~~benefits ~~liquidity~~of ~~and~~this ~~trading;~~extended transition period.

•We will remain an emerging growth company until the ~~availability~~earlier toof us(i) the last day of ~~funds~~the fiscal year (a) following May 6, 2029, (b) in which we have total annual gross revenue of at least $1.235 billion (as adjusted for inflation pursuant to SEC rules from ~~interest~~time ~~income~~to ontime), ~~the~~or ~~Trust~~(c) in ~~Account~~which ~~balance~~we ~~may~~are deemed to be ~~insufficient~~a tolarge ~~operate~~accelerated filer, which means the market value of our ~~business~~Class A Ordinary Shares that is held by non-affiliates equals or exceeds $700 million as of the prior toJune 30th, and (ii) the ~~Business~~date ~~Combination;~~on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

•Additionally, ~~our~~we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial ~~performance~~statements. ~~following~~We will remain a ~~Business~~smaller ~~Combination~~reporting ~~with~~company anfor ~~entity~~so ~~may~~long beas ~~negatively~~either ~~affected~~(i) the market value of our Ordinary Shares held by ~~their~~non-affiliates ~~lack~~is less than $250.0 million as of anthe ~~established~~end ~~record~~of our second fiscal quarter or (ii) we have annual revenues of ~~revenue,~~less ~~cash~~than ~~flows~~$100.0 million and ~~experienced~~the ~~management;~~market value of our Ordinary Shares held by non-affiliates is less than $700.0 million as of the end of our second fiscal quarter.

•In ~~there~~addition, ~~may~~prior beto ~~more~~the ~~competition~~consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to ~~find~~vote anon ~~attractive~~(i) the ~~target~~appointment ~~for~~or removal of directors and (ii) an ~~initial~~amendment ~~Business~~to ~~Combination~~continue our existence in a jurisdiction outside of the Cayman Islands. As a result, Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which ~~could~~more ~~increase~~than 50% of the ~~costs~~voting ~~associated~~power ~~with~~for ~~completing~~the ~~our~~appointment ~~initial~~of ~~Business~~directors ~~Combination~~is held by an individual, group or another company is a “controlled company” and may ~~result~~elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, our ~~inability~~shareholders will not have the same protections afforded to ~~find~~shareholders aof ~~suitable~~companies ~~target;~~that are subject to all of the Nasdaq corporate governance requirements.

•21 ~~changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial Business Combination;~~

•Item 1A. weRisk ~~may~~Factors. attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

•As wea ~~may~~smaller ~~engage~~reporting ~~one~~company orunder ~~more~~Rule of12b-2 ~~the underwriters~~ of the ~~Initial~~Exchange ~~Public~~Act, ~~Offering~~we orare ~~one~~not ofrequired ~~their respective affiliates~~ to ~~provide additional services to us after the Initial Public Offering, which may~~ include ~~acting~~risk asfactors ~~a financial advisor~~ in ~~connection~~this ~~with~~Report. anHowever, ~~initial~~the ~~Business~~following ~~Combination~~is ~~or as placement agent in connection with~~ a ~~related~~partial ~~financing~~list ~~transaction. The underwriters~~ of ~~the~~material ~~Initial~~risks, ~~Public~~uncertainties ~~Offering~~and ~~are~~other ~~entitled~~factors ~~to receive deferred underwriting commissions~~ that ~~will~~could ~~be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives may cause them to~~ have ~~potential~~a ~~conflicts~~material ofeffect ~~interest~~on ~~in rendering any such additional services to~~ us ~~after the Initial Public Offering, including, for example, in connection with the sourcing~~ and ~~consummation~~our ofoperations: ~~an initial Business Combination;~~

22Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

~~Table~~• ofwe ~~Contents~~are a blank check company with no operating history and no revenues, and our shareholders have a limited basis on which to evaluate our ability to achieve our business objective, completing an initial Business Combination;

• we may ~~attempt~~not be able to complete our initial Business Combination ~~with a private company about which little information is available~~, ~~which~~including ~~may~~the ~~result~~PlusAI ~~in a~~ Business Combination, ~~with~~within athe ~~company~~Combination ~~that~~Period, isin ~~not~~which ascase ~~profitable~~we aswould weliquidate ~~suspected,~~and ifredeem atour ~~all~~Public Shares;

• ~~past~~we ~~performance~~may byseek ~~our~~Business ~~management~~Combination ~~team~~opportunities ~~may~~with ~~not~~a behigh ~~indicative~~degree of ~~future~~complexity ~~performance~~that ofrequire ansignificant ~~investment~~operational inimprovements, which could delay or prevent us from achieving our desired results;

• we may ~~engage~~be inunable ato ~~business~~obtain ~~combination~~additional ~~with~~financing ~~one~~to orcomplete ~~more~~our ~~target~~initial ~~businesses~~Business ~~that~~Combination ~~have~~or ~~relationships~~to ~~with~~fund ~~entities~~the ~~that~~operations ~~may~~and begrowth ~~affiliated~~of ~~with~~a ~~our~~target ~~Sponsor~~business, ~~officers~~such as PlusAI, ~~directors~~which orcould ~~existing~~compel ~~holders~~us ~~which~~to ~~may~~restructure ~~raise~~or ~~potential~~abandon ~~conflicts~~a ofparticular ~~interest~~Business Combination;

• ~~since~~we ~~our~~may ~~Sponsor~~issue ~~will~~our ~~lose~~Ordinary ~~its~~Shares ~~entire~~to ~~investment~~investors in usconnection ifwith our initial Business Combination isat ~~not~~a ~~completed~~price ~~(other~~that ~~than~~is ~~with~~less ~~respect~~than ~~to any Public Shares they may acquire during or after~~ the ~~Initial~~prevailing ~~Public~~market ~~Offering),~~price ~~and~~of ~~because~~ our ~~Sponsor,~~Ordinary ~~officers~~Shares ~~and~~at ~~directors~~that may profit substantially even under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combinationtime;

• ~~the~~our ~~value~~Public ofShareholders ~~the~~may ~~Founder~~not ~~Shares~~be ~~following~~afforded ~~completion~~an ofopportunity to vote on our proposed initial Business Combination, isand ~~likely~~even toif bewe ~~substantially~~hold ~~higher~~a ~~than~~vote, ~~the~~holders ~~nominal~~of ~~price~~our ~~paid~~Founder ~~for~~Shares ~~them,~~will ~~even~~participate ifin ~~the~~such ~~trading~~vote, ~~price~~which ofmeans we may complete our ~~Public~~initial ~~Shares~~Business atCombination ~~such~~even ~~time~~though isa ~~substantially~~majority ~~less~~of ~~than~~our ~~the~~Public ~~Redemption~~Shareholders ~~Price~~do not support such a combination;

• ~~our~~as ~~Sponsor~~the ~~controls~~number ~~the~~of ~~appointment~~SPACs ~~and~~evaluating ~~removal~~targets ofincreases, ~~our~~attractive ~~Board~~targets ofmay ~~Directors~~become ~~until~~scarcer ~~consummation~~and ofthere ~~our~~may ~~initial~~be ~~Business~~more ~~Combination~~competition ~~and~~for ~~holds~~attractive atargets, ~~substantial~~or ~~interest~~such inattractive ~~us.~~targets Asmay anot ~~result,~~be itinterested ~~will~~in ~~appoint~~consummating ~~and~~a ~~remove~~Business ~~all~~Combination ofwith ~~our~~a ~~directors~~SPAC ~~prior~~due to ~~our~~a ~~initial~~negative ~~Business~~public ~~Combination~~perception ~~and~~of ~~may~~mergers ~~exert~~involving ~~substantial~~SPACs. ~~influence~~This oncould ~~actions~~increase ~~requiring~~the acost ~~shareholder~~of ~~vote~~our initial Business Combination and ~~Board~~could ~~approval,~~even ~~potentially~~result in our inability to find a ~~manner~~target ~~that~~or ~~our~~to ~~shareholders~~consummate doan ~~not~~initial ~~support~~Business Combination;

• ~~resources~~if ~~could~~we bedo ~~wasted~~not inconsummate ~~researching~~the ~~acquisitions~~PlusAI ~~that~~Business ~~are not completed~~Combination, ~~which~~we ~~could~~may ~~materially~~attempt ~~adversely~~to ~~affect~~simultaneously ~~subsequent~~complete ~~attempts~~Business toCombinations ~~locate~~with ~~and~~multiple ~~acquire~~prospective ortargets, ~~merge~~which ~~with~~may ~~another~~hinder ~~business.~~our Ifability weto ~~have~~complete ~~not completed~~ our initial Business Combination ~~within~~and ~~the~~give ~~Combination~~rise ~~Period,~~to ~~our~~increased ~~Public~~costs ~~Shareholders~~and ~~may~~risks ~~receive~~that ~~only~~could ~~the~~negatively ~~Redemption~~impact ~~Price, or less than such amount in certain circumstances, on the liquidation of~~ our ~~Trust~~operations ~~Account~~ and ~~our Warrants will expire worthless~~profitability;

• we may ~~not~~engage beone ~~able~~or tomore ~~complete~~of anthe ~~initial~~Underwriters ~~Business~~or ~~Combination~~one ~~with~~of ~~certain~~their ~~potential~~respective ~~target~~affiliates ~~companies~~to ifprovide aadditional ~~proposed~~services ~~transaction~~to ~~with~~us after the ~~target~~Initial ~~company~~Public ~~may~~Offering, bewhich ~~subject~~may toinclude ~~review~~acting oras ~~approval~~mergers byand ~~regulatory~~acquisitions ~~authorities~~advisor ~~pursuant~~in toconnection ~~certain~~with ~~U.S.~~an orinitial ~~foreign~~Business ~~laws~~Combination or ~~regulations,~~as ~~including~~placement ~~the~~agent ~~Committee~~in onconnection ~~Foreign~~with ~~Investment~~a inrelated ~~the~~financing ~~United States~~transaction. M.The ~~Klein~~Underwriters ~~Associates,~~are ~~Inc.,~~entitled ~~the~~to ~~managing~~receive ~~member of~~ the ~~Sponsor,~~Deferred isFee athat ~~New~~will ~~York~~be ~~corporation,~~released ~~and~~from ~~Michae~~the ~~Klein,~~Trust ~~the~~Account ~~controlling~~only ~~stockholder~~upon completion of M.an ~~Klein~~initial ~~Associates,~~Business ~~Inc~~Combination., isThese afinancial ~~U.S.~~incentives ~~citizen.~~may Tocause the ~~best~~Underwriters ofto ~~our~~have ~~knowledge,~~potential ~~approximately~~conflicts ~~81%~~ of ~~the~~interest ~~total allocated membership interests~~ in ~~the~~rendering ~~Sponsor~~any ~~are~~such ~~owned~~additional byservices ~~U.S.~~to ~~persons~~us onafter ~~a look-through basis, and approximately 19% of interests in~~ the ~~Sponsor~~Initial ~~are~~Public ~~owned~~Offering, ~~by non-U.S.~~including, ~~Cayman~~for ~~Island~~example, ~~funds~~in onconnection awith ~~look-through basis. Accordingly,~~ the ~~Sponsor~~sourcing ~~is not controlled by,~~ and ~~does~~consummation ~~not~~of ~~have~~an ~~substantial~~initial ~~ties~~Business ~~with, any non-U.S. persons~~Combination;

• ~~recent~~we ~~fluctuations~~may inattempt ~~inflation~~to ~~and~~complete ~~interest~~our ~~rates~~initial inBusiness ~~the~~Combination ~~United~~with ~~States~~a ~~and~~private ~~elsewhere~~company ~~could~~about ~~make~~which itlittle ~~more~~information ~~difficult~~is ~~for~~available, ussuch toas ~~consummate~~PlusAI, anwhich ~~initial~~may result in a Business Combination with a company that is not as profitable as we suspected, if at all;

• ~~adverse~~resources ~~developments~~could ~~affecting~~be ~~the~~wasted ~~financial~~on ~~services~~researching ~~industry,~~Business ~~including~~Combinations ~~events~~targets orthat ~~concerns~~are ~~involving~~not ~~liquidity~~completed, ~~defaults~~which could materially adversely affect subsequent attempts to locate and acquire or ~~non-performance~~merge bywith ~~financial~~another ~~institutions,~~business. ~~could~~If ~~adversely~~we ~~affect~~have not completed our ~~business~~initial Business Combination within the Combination Period, ~~financial~~our ~~condition~~Public orShareholders ~~results~~may ofreceive ~~operations~~only the Redemption Price, or less than such amount in certain circumstances, on the liquidation of our ~~prospects~~Trust Account and our Warrants will expire worthless;

• ~~military~~recent orfluctuations ~~other conflicts~~ in ~~Ukraine,~~inflation ~~the Middle East or elsewhere may lead to increased volume~~ and ~~price~~interest ~~volatility~~rates ~~for~~in ~~publicly traded securities, or affect~~ the ~~operations~~United orStates ~~financial~~and ~~condition~~elsewhere ~~of potential target companies, which~~ could make it more difficult for us to consummate an initial Business Combination;

•22 if our initial Business Combination involves a company organized under the laws of a state of the United States, it is possible the Excise Tax will be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination;

23• military or other conflicts and other disruptions to the equity or debt capital markets, including as a result of inflation in the United States and elsewhere, may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination;

~~Table~~• changes in laws or regulations (including the adoption of ~~Contents~~policies by governing administrations), or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations;

• ~~cyber~~certain ~~incidents~~agreements orrelated ~~attacks~~to ~~directed~~the atInitial usPublic orOffering ~~third~~may ~~parties~~be ~~could~~amended, ~~result~~or intheir ~~information~~provisions ~~theft~~waived, ~~data~~without ~~corruption,~~shareholder ~~operational disruption and/or financial loss~~approval;

• changes in ~~laws~~international ortrade ~~regulations~~policies, ortariffs aand ~~failure~~treaties toaffecting ~~comply~~imports ~~with any laws~~ and ~~regulations,~~exports may ~~adversely~~have ~~affect~~a ~~our~~material ~~business,~~adverse ~~including~~effect on our ~~ability~~search tofor ~~negotiate~~an ~~and complete our~~ initial Business Combination, ~~and~~target ~~results~~or the performance or business prospects of ~~operations~~a post-Business Combination company;

• ifthe weavailability ~~are~~to ~~deemed~~us toof befunds anfrom ~~investment~~interest ~~company~~income ~~under~~on the ~~Investment~~Trust ~~Company~~Account ~~Act,~~balance wefor Permitted Withdrawals may be ~~required~~insufficient to ~~institute~~operate ~~burdensome compliance requirements and~~ our ~~activities~~business ~~may~~prior ~~be restricted, which may make it difficult for us~~ to ~~complete~~the ~~our initial~~ Business Combination; ~~and~~

• toadverse ~~mitigate~~developments ~~the~~affecting ~~risk that we might be deemed to be an investment company for purposes of~~ the ~~Investment~~financial ~~Company~~services ~~Act~~industry, ~~which~~including ~~risk~~events ~~increases~~or ~~the~~concerns ~~longer~~involving ~~that~~liquidity, wedefaults ~~hold~~or ~~investments~~non-performance inby ~~the~~financial ~~Trust Account~~institutions, wecould ~~may,~~adversely ataffect ~~any time (based on~~ our ~~Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act)~~business, ~~instruct~~financial ~~the~~condition ~~trustee~~or toresults ~~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 at a bank until the earlier~~ of ~~the~~operations, ~~consummation~~or of our ~~initial~~ Business Combination or our liquidation. As a result of such transfer, we could receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our Public Shareholders would receive upon any redemption or our liquidation.prospects;

We• ~~may~~cyber ~~seek~~incidents toor ~~extend~~attacks ~~the~~directed ~~Combination~~at ~~Period,~~us ~~which~~or third parties could ~~reduce~~result ~~the~~in ~~amount~~information ~~held~~theft, indata ~~our~~corruption, ~~Trust~~operational ~~Account~~disruption and/or ~~have~~financial ~~adverse~~loss, ~~effects~~as onwell as impact our ~~Company.~~ability to consummate an initial Business Combination;

If• if we are ~~unable~~deemed to ~~consummate~~be ~~our initial Business Combination on or before May 6, 2026 (or by August 6, 2026 if we have executed a letter of intent, agreement in principle or definitive agreement for~~ an ~~initial~~investment ~~Business~~company ~~Combination~~under bythe ~~May~~Investment 6,Company ~~2026)~~Act, we may ~~seek~~be ~~shareholder~~required ~~approval~~ to ~~extend~~institute ~~the~~burdensome ~~Combination~~compliance ~~Period~~requirements ~~by amending our Amended~~ and ~~Restated Charter. In such event,~~ our ~~Public~~activities ~~Shareholders~~may ~~will~~ be ~~provided the opportunity to have all or a portion of their Public Shares redeemed. Any redemptions will reduce the amount held in our Trust Account~~restricted, ~~the effect of~~ which may ~~adversely~~make ~~affect~~it ~~our~~difficult ~~ability~~for us to ~~consummate~~complete our initial Business Combination ~~and may also impair our ability to maintain our Nasdaq listing.~~ ;

We• ~~anticipate~~if ~~that~~we ~~our~~seek ~~securities~~shareholder ~~will~~approval beof ~~suspended~~our ~~from~~initial ~~trading~~Business onCombination, ~~Nasdaq~~our Sponsor and ~~delisted~~Management ifTeam wehave doagreed ~~not~~to ~~consummate~~vote ~~our~~in favor of such initial Business Combination, byregardless ~~May~~of 1,how ~~2027~~our Public Shareholders vote. ~~Any~~As ~~trading~~such, ~~suspension~~under orcertain ~~delisting~~circumstances, ~~could~~we ~~have~~may anot ~~material~~need ~~adverse~~any ~~effect~~Public onShares ~~the~~in ~~trading~~addition ofto ~~our~~Founder ~~securities~~Shares ~~and~~to ~~may~~be ~~adversely~~voted ~~affect~~in favor of our ~~ability~~initial Business Combination to ~~consummate~~approve an initial Business Combination. ;

~~Our~~• ~~IPO Registration Statement was declared effective by the SEC on May 1, 2024 and~~ our ~~securities~~Public ~~are~~Shareholders’ ~~currently~~only ~~listed~~opportunity ~~on the Global Market tier of Nasdaq. Pursuant~~ to ~~our~~effect ~~Amended~~their ~~and~~investment ~~Restated~~decision ~~Charter,~~regarding ~~we have until May 6, 2026 (or until August 6, 2026 if we have executed~~ a ~~letter~~potential ~~of intent, agreement in principle or definitive agreement for an initial~~ Business Combination bymay ~~May 6,~~be ~~2026)~~limited to ~~consummate our initial Business Combination. However, under~~ the ~~Nasdaq~~exercise ~~Rules,~~of iftheir aright ~~SPAC does not meet the Nasdaq 36-Month Requirement, the SPAC will be subject~~ to aredeem ~~suspension~~their ofPublic ~~trading~~Shares ~~and delisting~~ from ~~Nasdaq.~~us for cash;

~~Under~~• the ~~Nasdaq~~ability Rules, a SPAC’s Nasdaq-listed securities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of ~~Nasdaq~~our ~~(the~~Public ~~“Hearing~~Shareholders ~~Panel”),~~to ~~the~~redeem ~~scope~~their ofPublic ~~the~~Shares ~~Hearing~~for ~~Panel’s~~cash ~~review~~may ismake ~~limited.~~our Iffinancial acondition ~~SPAC~~unattractive ~~completes~~to apotential Business Combination after receiving a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”) and/or demonstrates compliance with all applicable initial listing requirementstargets, ~~the~~which ~~combined~~may ~~company~~make ~~can~~it ~~apply~~difficult tofor ~~list~~us ~~its securities on Nasdaq pursuant~~ to ~~the~~enter ~~normal~~into ~~application review process. The Nasdaq Rules contain~~ a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the Nasdaq 36-Month Requirement. Accordingly, were we to amend our Amended and Restated Charter to extend the date by which we are permitted to consummate our initial Business Combination, wewith ~~would still need to consummate our initial Business Combination on or prior to May 1, 2027 in order to avoid~~ a suspension of our securities from trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities could potentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq suspension and delisting could have significant material adverse consequences, including: target;

• ~~making~~the ability of our ~~securities~~Public ~~appear~~Shareholders to beexercise ~~less~~redemption ~~attractive~~rights with respect to ~~potential~~a ~~target~~large ~~companies~~number ~~than~~of our Ordinary Shares and the ~~securities~~payment of anthe ~~exchange~~Deferred ~~listed~~Fee ~~SPAC~~may not allow us to complete the most desirable Business Combination or optimize our capital structure, and may materially dilute Public Shareholders’ investment in us;

• ~~limited~~the ~~availability~~ability of ~~market~~our ~~quotations~~Public ~~for~~Shareholders to exercise redemption rights with respect to a large number of our ~~securities~~Ordinary Shares could increase the probability that our initial Business Combination would be unsuccessful and that our Public Shareholders would have to wait for liquidation in order to redeem their Public Shares;

• ~~reduced~~the ~~liquidity~~requirement that we complete our initial Business Combination within the Combination Period may give potential target businesses leverage over us in negotiating a Business Combination and may limit the time we have in which to conduct due diligence on potential Business Combination targets, in particular as we approach the end of the Combination Period, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our ~~securities~~shareholders;

• ~~the~~we ~~possibility~~may ~~that~~decide ~~our~~not ~~Class~~to Aextend ~~Ordinary~~the ~~Shares~~Combination ~~would be deemed “penny stock~~Period,” in which ~~will~~case ~~require~~we ~~brokers~~would ~~trading~~liquidate inand redeem our ~~Class~~Public ~~A Ordinary~~ Shares, ~~to adhere to more stringent rules~~ and ~~possibly result in a reduced level of trading activity in~~ the ~~secondary~~Warrants ~~trading~~would ~~market~~be ~~for our securities~~worthless;

•23 ~~limited news and analyst coverage; and~~

• ~~decreased~~if ~~ability~~we seek shareholder approval of our initial Business Combination, our Sponsor, directors, officers, advisors and their respective affiliates may elect to ~~issue~~purchase ~~additional~~Public ~~securities~~Shares or ~~obtain~~Public ~~additional~~Warrants ~~financing~~from inPublic Shareholders, which may influence a vote on a proposed Business Combination and reduce the ~~future.~~public “float” of our Public Shares or Public Warrants;

In• ~~addition,~~ if a Public Shareholder fails to receive notice of our ~~securities~~offer ~~are~~to ~~delisted~~redeem ~~from~~their ~~Nasdaq,~~Public ~~trading~~Shares in connection with our ~~securities~~initial Business Combination, ~~and~~or ~~offers~~fails ~~and~~to ~~sales~~comply ofwith ~~our~~the ~~securities~~procedures byfor ~~us,~~submitting ~~may~~or betendering ~~subject~~their toPublic ~~state~~Shares, ~~securities~~such ~~regulation~~Public ~~and~~Shares ~~additional~~may ~~compliance~~not ~~costs.~~be redeemed;

~~The~~• ~~share~~our ~~price~~Public ofShareholders ~~the~~will ~~post-Business~~not ~~Combination~~be ~~company~~entitled ~~may~~to beprotections ~~less~~normally ~~than~~afforded ~~the~~to ~~Redemption~~investors ~~Price~~ of ~~our~~other ~~Public~~blank ~~Shares.~~check companies subject to Rule 419 of the Securities Act;

~~Each~~• ~~Public~~if ~~Unit~~we ~~sold~~seek inshareholder ~~our~~approval ~~Initial Public Offering at an offering price~~ of ~~$10.00~~our ~~per~~initial ~~Public~~Business ~~Unit~~Combination ~~consisted of one Public Share~~ and ~~one-quarter of one Public Warrant. Of the proceeds~~ we ~~received~~do ~~from~~not ~~the~~conduct ~~Initial~~redemptions ~~Public~~pursuant ~~Offering~~to ~~and~~ the ~~Private~~tender ~~Placement,~~offer ~~$287~~rules,~~500,000~~ ~~was~~and ~~placed~~if ina ~~our~~shareholder ~~Trust Account. We will provide our Public Shareholders the opportunity to redeem all~~ or a ~~portion~~“group” of ~~their~~shareholders ~~Public~~are ~~Shares~~deemed ~~in connection with the completion of our initial Business Combination, and potentially upon the occurrence of certain other events prior~~ to ~~our~~hold ~~initial Business Combination. We expect that the pro rata redemption price~~ in ~~any~~excess ~~redemption will be approximately $10.30 per Public Share as~~ of ~~December~~15% ~~31, 2024 (before taxes payable, if any), representing a pro rata portion~~ of our ~~Trust~~Class ~~Account~~A ~~without~~Ordinary ~~taking into account any interest or other income earned on such funds (less any withdrawals from such interest or income for taxes paid)~~Shares, ~~although~~they ~~the Redemption Price~~ may belose ~~less~~the inability ~~certain~~to ~~circumstances.~~redeem Asall asuch ~~result,~~ Public ~~Shareholders who own our Public~~ Shares ~~on a redemption date can anticipate receiving the Redemption Price~~ in ~~connection~~excess ~~with~~of a15% ~~redemption~~of ~~for~~our ~~each~~Class ~~Public~~A ~~Share~~Ordinary ~~that they choose to redeem.~~ Shares;

~~There~~• ~~can~~because beof noour ~~assurance~~limited ~~that,~~resources ~~after~~and ~~our~~the ~~initial~~significant competition for Business Combination opportunities, ~~our~~it ~~Public~~may ~~Shareholders would~~ be ~~able~~more todifficult ~~sell their shares in the post-Business Combination company~~ for ~~the~~us ~~Redemption~~to ~~Price,~~complete orour ~~any~~initial ~~higher~~Business ~~price~~Combination. WeIf ~~have~~we ~~not, as yet, identified a target and~~ are ~~therefore~~ unable to ~~provide~~complete ~~any~~our ~~assurances~~initial asBusiness ~~to its financial condition~~Combination, ~~business~~our ~~prospects~~Public orShareholders ~~potential~~may ~~risks.~~receive Itonly istheir ~~therefore~~pro ~~possible~~rata ~~that~~portion ~~the share price~~ of the ~~post-Business~~funds ~~Combination~~in ~~company may decline below~~ the ~~Redemption~~Trust ~~Price.~~Account Inthat ~~recent years,~~are ~~the~~available ~~share~~for ~~prices~~distribution ofto ~~many post-Business Combination companies have fallen following a Business Combination. As a result, if our~~ Public Shareholders ~~continue to hold shares in the post-Business Combination company following our initial Business Combination~~, weand ~~cannot assure~~ our ~~shareholders~~Warrants ~~that the trading price of such shares~~ will beexpire ~~greater than the Redemption Price.~~ worthless;

~~Certain~~• ~~agreements~~if ~~related~~the tonet proceeds of the Initial Public Offering ~~may~~and bePrivate ~~amended~~Placement not being held in the Trust Account are insufficient to allow us to operate for at least the duration of the Combination Period, it could limit the amount available to fund our search for a target business or ~~their~~businesses ~~provisions~~and ~~waived~~complete our initial Business Combination, ~~without~~and ~~shareholder~~we ~~approval.~~will depend on loans from our Sponsor or Management Team to fund our search and to complete our initial Business Combination;

~~Certain~~• of the agreements related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include, among others, the (i) Underwriting Agreement, (ii) Letter Agreement, (iii) Registration Rights Agreement, (iii) Private Placement Units Purchase Agreement and (iv) Administrative Support Agreement. These agreements contain various provisions that our ~~Public~~search ~~Shareholders~~for might deem to be material. For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or waivers to such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent of the underwriters of the Initial Public Offering. Any such modification, such as an ~~amendment to shorten lock-up restrictions, may benefit our Sponsor, officers and/or directors. Any such amendments would not require approval from our shareholders, may result in the completion of our~~ initial Business Combination ~~that may not otherwise have been possible~~, and ~~may~~any ~~have~~target anbusiness ~~adverse~~with ~~effect~~which onwe ~~the~~may ~~value~~ultimately ofconsummate an ~~investment in our securities. For example, although we would not amend lock-up provisions to permit securities held by our Sponsor to be freely sold, except to permitted transferees, prior to our~~ initial Business Combination, we may ~~amend such provisions to permit them to~~ be ~~freely~~materially ~~sold~~adversely ~~after~~affected ~~the~~by ~~Business~~current ~~Combination~~global ~~earlier~~geopolitical than they would otherwise be permitted, which may have an adverse effect on the price of our securities. In no event, however, will the Letter Agreement be amended to enable the Sponsor, officers or directors to redeem any of their Founder Shares from the aggregate amount then on deposit in the Trust Account. conditions;

~~Uncertainty~~• inif ~~connection~~we ~~with~~are ~~certain~~unable ~~international~~to ~~economic~~consummate ~~and~~our ~~political~~initial ~~relationships,~~Business ~~including~~Combination within the ~~imposition~~Combination ~~of tariffs on international trade~~Period, ~~political disputes, regulatory changes and other international matters could have a material adverse effect on~~ our ~~ability~~Public toShareholders ~~identify~~may ~~potential~~be ~~targets~~forced ~~and~~ to ~~consummate~~wait ~~our~~beyond ~~initial~~May ~~Business Combination~~6, ~~and~~2026 ~~could~~before ~~adversely~~redemption ~~affect~~from ~~the~~our ~~financial~~Trust ~~performance of any target, either foreign or domestic.~~ Account;

~~The~~• ~~international~~since ~~economic~~only ~~and~~holders ~~political~~of ~~environment~~our isClass ~~dynamic~~B ~~and~~Ordinary ~~subject~~Shares tohave ~~change. There is currently significant uncertainty about~~ the ~~future~~right ~~economic~~to ~~and~~vote ~~political~~on ~~relationships between~~ the ~~United~~appointment ~~States and a number~~ of ~~other~~directors ~~countries.~~prior ~~These~~to ~~uncertainties include, among other things,~~ the ~~potential~~consummation ~~imposition~~ of ~~protective~~the ~~tariffs~~initial onBusiness ~~goods imported from other countries and reciprocal tariffs other countries may impose on United States products~~Combination, ~~political~~Nasdaq ~~disputes~~considers ~~that~~us ~~may~~to ~~affect~~be ~~relationships~~a ~~between~~“controlled ~~the~~company” ~~United~~within ~~States and other countries and~~ the ~~imposition~~meaning of ~~regulatory or other restrictions on trade and commerce. Any such matters could potentially limit~~ the ~~number~~Nasdaq ofRules ~~potential targets we may consider~~and, ~~and~~as ~~could also have~~ a ~~material adverse effect on the financial performance of such potential targets. Among other things~~result, ~~historical~~we ~~financial performance of companies affected by these international matters~~ may ~~not~~qualify ~~provide~~for asexemptions ~~accurate~~from acertain ~~barometer~~corporate ofgovernance ~~future performance as would pertain in a more stable economic environment.~~ requirements;

~~For~~• ~~additional risks relating to~~ our ~~operations,~~Sponsor ~~other~~controls ~~than as set forth above, see~~ the ~~section~~appointment ~~titled~~of ~~“Risk Factors” contained in~~ our ~~IPO~~Board ~~Registration Statement. Any~~ of ~~these~~Directors ~~factors~~until ~~could~~consummation ~~result~~of inour ainitial ~~significant~~Business orCombination ~~material~~and ~~adverse~~holds ~~effect~~a onsubstantial ~~our~~interest ~~results~~in ~~of operations or financial condition~~us. ~~Additional~~As ~~risks~~a ~~could~~result, ~~arise~~it ~~that~~will ~~may~~appoint ~~also~~all ~~affect~~of our ~~business~~directors orprior ~~ability~~ to ~~consummate~~the anconsummation of our initial Business Combination. Weand may ~~disclose~~exert ~~changes~~a tosubstantial ~~such~~influence ~~risk~~on ~~factors~~actions orrequiring ~~disclose~~a ~~additional~~shareholder ~~risk~~vote, ~~factors~~potentially ~~from~~in ~~time~~a tomanner ~~time~~that in our ~~future~~Public ~~filings~~Shareholders ~~with~~do ~~the~~not ~~SEC.~~ support;

~~Item~~• ~~1B. Unresolved~~because ~~Staff~~we ~~Comments.~~are not limited to evaluating a target business in a particular industry sector, if the PlusAI Business Combination is not consummated, our shareholders may be unable to ascertain the merits or risks of any particular target business’ operations;

~~Not~~• ~~applicable.~~if the PlusAI Business Combination is not consummated, we may seek Business Combination opportunities in industries or sectors that may be outside of our Management’s areas of expertise;

~~Item~~• ~~1C. Cybersecurity.~~although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, if the PlusAI Business Combination is not consummated, we may enter into our initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines;

• we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, our shareholders 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;

~~Item~~24 ~~2. Properties.~~

~~380~~• we may issue additional Class A Ordinary Shares or preference shares to complete our initial Business Combination or under an employee incentive plan after completion of our initial Business Combination. We may also issue Class A Ordinary Shares upon the conversion of the Founder Shares at a ratio greater than one-~~7500~~to-one at the time of our initial Business Combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks;

~~Item 3.~~• ~~Legal~~unlike ~~Proceedings.~~some other similarly structured SPACs, our Sponsor, officers and directors will receive additional Class A Ordinary Shares if we issue certain shares to consummate an initial Business Combination;

To• ~~the~~we ~~knowledge~~may ofengage ~~our~~in ~~Management~~a ~~Team,~~Business ~~there~~Combination iswith noone ~~material~~or ~~litigation~~more ~~currently~~target ~~pending~~businesses orthat ~~contemplated~~have ~~against~~relationships ~~us,~~with ~~any~~entities ofthat may be affiliated with our Sponsor, officers, or directors inor ~~their~~existing ~~capacity~~holders, aswhich ~~such~~may orraise ~~against~~potential ~~any~~conflicts of ~~our property.~~ interest;

~~Item~~• ~~4. Mine~~we ~~Safety~~may ~~Disclosures.~~issue notes or other debt securities, or otherwise incur substantial debt, to complete a Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us;

~~Not~~• ~~applicable~~we may only be able to complete one Business Combination with the proceeds of the Initial Public Offering and the Private Placement, which will cause us to be solely dependent on a single business, and which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability;

24• we do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial Business Combination when a substantial majority of our Public Shareholders do not agree;

~~Table~~• the provisions of ~~Contents~~our Amended and Restated Articles that relate to our pre-Business Combination activity (and corresponding provisions governing the release of funds from our Trust Account) may be amended with a Special Resolution of our shareholders, which is a lower amendment threshold than that of some other SPACs. It may be easier for us, therefore, to amend the Amended and Restated Articles to facilitate the completion of an initial Business Combination that some of our Public Shareholders may not support;

~~PART~~• IIbecause we must furnish our shareholders with financial statements of our Business Combination target, we may lose the ability to complete an otherwise advantageous initial Business Combination with some prospective target businesses;

~~Item~~• ~~5. Market~~compliance obligations under the Sarbanes-Oxley Act may make it more difficult for ~~Registrant’s~~us ~~Common~~to ~~Equity~~effectuate our initial Business Combination, ~~Related~~require ~~Stockholder~~substantial ~~Matters~~financial and management resources, and ~~Issuer~~increase ~~Purchases~~the time and costs of ~~Equity~~completing ~~Securities.~~an initial Business Combination;

~~(a)~~• ~~Market~~the ~~Information~~initial Business Combination may not be completed on the terms or timeline currently contemplated, or at all;

~~Our~~• ~~Public~~during ~~Units,~~the ~~Public~~pendency ~~Shares~~of ~~and~~the ~~Public~~PlusAI ~~Warrants~~Merger ~~are~~Agreement, ~~each~~we ~~traded~~may onnot ~~the~~be ~~Global~~able ~~Market~~to ~~tier~~enter ofinto ~~Nasdaq~~a ~~under~~Business ~~the~~Combination ~~symbols~~with ~~CCIXU,~~another ~~CCIX~~party ~~and~~at ~~CCIXW,~~a ~~respectively.~~favorable ~~Our~~price ~~Public~~because ~~Units~~of ~~commenced~~restrictions ~~public~~in ~~trading~~the onPlusAI ~~May 2,~~Merger ~~2024~~Agreement, ~~and~~which ~~our~~could ~~Public~~adversely ~~Shares~~affect ~~and~~our ~~Public Warrants commenced separate public trading on June 21, 2024.~~ business;

~~(b)~~Risks ~~Holders~~Relating to the Post-Business Combination Company

On• ~~March 28,~~the ~~2025,~~share ~~there~~price ~~was one holder~~ of ~~record~~the ofpost-Business ~~our~~Combination ~~Units,~~company ~~one~~may ~~holder~~be ofless ~~record~~than ofthe ~~our~~Redemption ~~Class A~~Price ~~Ordinary Shares and one holder~~ of ~~record of~~ our ~~Warrants.~~Public Shares;

~~(c)~~• ~~Dividends~~the officers and directors of an acquisition candidate may resign upon completion of our initial Business Combination. The loss of a Business Combination target’s key personnel could negatively impact the operations and profitability of our post-combination business;

We• ~~have~~subsequent ~~not~~to ~~paid any cash dividends on~~ our ~~Ordinary Shares to date and do not intend to pay cash dividends prior to the~~ completion of our initial Business Combination., ~~The~~we ~~payment~~may ~~of cash dividends in the future will~~ be ~~dependent~~required ~~upon~~to ~~our~~take ~~revenues~~write-downs ~~and~~or ~~earnings~~write-offs, ifrestructuring ~~any, capital requirements~~ and ~~general~~impairment ~~financial~~or ~~condition~~other ~~subsequent~~charges tothat ~~completion~~could ofhave ~~our~~a ~~initial~~significant ~~Business~~negative ~~Combination.~~effect ~~The~~on ~~payment of any cash dividends subsequent to~~ our ~~initial~~financial ~~Business~~condition, ~~Combination~~results ~~will~~of beoperations ~~within~~and the ~~discretion~~price of our ~~Board of Directors at such time. In addition~~securities, ~~our~~which ~~Board~~could ofcause ~~Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with~~ our ~~initial~~shareholders ~~Business Combination, our ability~~ to ~~declare~~lose ~~dividends~~some ~~may~~or beall ~~limited~~of bytheir ~~restrictive covenants we may agree to in connection therewith.~~ investment;

~~(d)~~25 ~~Securities Authorized for Issuance Under Equity Compensation Plans~~

~~None~~• our Management may not be able to maintain control of a target business after our initial Business Combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business;

~~(e)~~• ~~Performance~~we ~~Graph~~may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company;

As• aour ~~smaller~~initial ~~reporting~~Business ~~company,~~Combination weand ~~are~~our structure thereafter may not ~~required~~be tax-efficient to ~~provide~~our ~~the~~shareholders ~~information~~and ~~required~~Warrant byholders. ~~Regulation~~As ~~S-K~~a ~~Item~~result ~~201(e).~~of our Business Combination, our tax obligations may be more complex, burdensome and/or uncertain;

~~(f)~~Risks ~~Recent~~Relating ~~Sales~~to ofAcquiring ~~Unregistered~~or ~~Securities~~Operating a Business in Foreign Countries

~~Simultaneously~~• ~~with~~we ~~the~~may ~~closing~~not ofbe ~~the~~able ~~Initial Public Offering, pursuant~~ to ~~the~~complete ~~Private Placement Units Purchase Agreement, we completed the private sale of~~ an ~~aggregate~~initial ofBusiness ~~725,000~~Combination ~~Private~~because ~~Placement~~such ~~Units~~initial toBusiness ~~the~~Combination ~~Sponsor~~may atbe asubject ~~purchase price of $10.00 per Private Placement Unit, generating gross proceeds~~ to usregulatory ofreview ~~$7,250,000. The Private Placement Units (~~and ~~underlying~~approval ~~securities) are identical to the Public Units~~requirements, ~~except~~including asforeign ~~otherwise~~investment ~~disclosed~~regulations inand ~~the~~review ~~IPO~~by ~~Registration~~government ~~Statement.~~entities ~~No underwriting discounts or commissions were paid with respect to~~ such ~~sale.~~as ~~The issuance of~~ the ~~Private~~Committee ~~Placement~~on ~~Units~~Foreign ~~was~~Investment ~~made~~in ~~pursuant to~~ the ~~exemption~~United ~~from~~States, ~~registration~~or ~~contained~~may inbe ~~Section~~ultimately ~~4(a)(2) of the Securities Act.~~ prohibited;

• if our initial Business Combination, such as the PlusAI Business Combination involves a company organized under the laws of a state of the United States (gor any subdivision thereof), ~~Use~~the Excise Tax could be imposed on us in connection with redemptions of ~~Proceeds~~our ~~from~~Ordinary ~~the~~Shares ~~Initial~~after ~~Public~~or ~~Offering~~in connection with such initial Business Combination;

~~For~~• aif ~~description~~we ofeffect ~~the use of proceeds generated in~~ our ~~Initial~~initial ~~Public~~Business ~~Offering~~Combination ~~and~~with ~~Private~~a ~~Placement,~~company ~~see~~located ~~Part~~outside ~~II, Item 2~~ of ~~our Quarterly Report on Form 10-Q for~~ the ~~quarterly~~United ~~period ended March 31~~States, ~~2024,~~we aswould ~~filed~~be ~~with~~subject ~~the~~to ~~SEC~~a onvariety ~~June 7, 2024. There has been no material change in the planned use~~ of ~~proceeds~~additional ~~from~~risks ~~our~~that ~~Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account~~ may ~~change~~adversely ~~from~~affect ~~time to time.~~ us;

~~(g)~~• ~~Purchases~~we ofmay ~~Equity~~reincorporate ~~Securities~~in, or transfer by ~~the~~way ~~Issuer~~of ~~and~~continuation ~~Affiliated~~to, ~~Purchasers~~another jurisdiction, which may result in taxes imposed on our shareholders or Warrant holders;

~~There~~• ~~were~~we nomay ~~such~~reincorporate ~~repurchases~~in or transfer by way of ~~our~~continuation ~~equity~~to ~~securities~~another byjurisdiction usin orconnection anwith ~~affiliate~~our ~~during~~initial Business Combination, and the ~~fourth~~laws ~~quarter~~of such jurisdiction may govern some or all of ~~the~~our ~~fiscal~~future ~~year~~material ~~covered~~agreements byand ~~the~~we ~~Report.~~may not be able to enforce our legal rights;

25• we are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance;

~~Table~~• ofif ~~Contents~~our Management following our initial Business Combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues;

~~Item 6.~~• ~~[Reserved]~~exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished;

~~Item~~• ~~7. Management’s~~if ~~Discussion~~we ~~and~~do ~~Analysis~~not complete the PlusAI Business Combination, after our initial Business Combination, substantially all of ~~Financial~~our ~~Condition~~assets may be located in a foreign country and ~~Results~~substantially all of ~~Operations~~our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate;

~~Cautionary~~Risks ~~Note~~Relating ~~Regarding~~to ~~Forward-Looking~~our ~~Statements~~Management Team

~~All~~• ~~statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding~~ our ~~financial~~officers ~~position, business strategy~~ and ~~the~~directors ~~plans~~allocate ~~and~~their ~~objectives~~time ofto ~~Management~~other ~~for~~businesses ~~future~~thereby ~~operations,~~causing ~~are~~conflicts ~~forward-looking~~of ~~statements.~~interest ~~When used~~ in ~~this~~their ~~Report,~~determination ~~words such~~ as ~~“anticipate,”~~to ~~“believe,”~~how ~~“estimate,”~~much ~~“expect,”~~time ~~“intend”~~to ~~and~~devote ~~similar expressions, as they relate~~ to ~~us or~~ our ~~Management, identify forward-looking statements~~affairs. ~~Such~~This ~~forward-looking~~conflict ~~statements are based on the beliefs~~ of ~~our~~interest ~~Management, as well as assumptions made by, and information currently available to, our Management. Actual results~~ could ~~differ~~have ~~materially from those contemplated by the forward-looking statements as~~ a ~~result~~negative ofimpact ~~certain~~on ~~factors detailed in~~ our ~~filings~~ability ~~with the SEC. All subsequent written or oral forward-looking statements attributable~~ to uscomplete ~~or persons acting on~~ our ~~behalf~~initial ~~are~~Business ~~qualified in their entirety by this paragraph.~~ Combination;

~~The~~• ~~following~~changes ~~discussion~~in ~~and~~the ~~analysis~~market offor ~~our~~directors’ ~~financial condition~~ and ~~results~~officers’ ofliability ~~operations~~insurance ~~should~~could bemake ~~read~~it inmore ~~conjunction~~difficult ~~with~~and ~~the~~more ~~financial~~expensive ~~statements~~for ~~and~~us ~~the~~to ~~notes~~negotiate ~~thereto~~and ~~contained~~complete ~~elsewhere~~an ininitial ~~this~~Business ~~Report.~~ Combination;

~~Overview~~• we may not have sufficient funds to satisfy indemnification claims of our directors and officers;

We26 are a blank check company incorporated in the Cayman Islands on December 18, 2023, formed for the purpose of effecting a Business Combination with one or more businesses that we have not yet identified. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We• ~~expect~~past toperformance ~~continue~~by toour ~~incur~~Management ~~significant~~Team, ~~costs~~our inadvisors ~~the~~and ~~pursuit~~their ofrespective ~~our~~affiliates, ~~acquisition~~including ~~plans.~~investments Weand ~~cannot~~transactions ~~assure~~in ~~our~~which ~~shareholders~~they ~~that~~have ~~our~~participated ~~plans~~and tobusinesses ~~complete~~with awhich ~~Business~~they ~~Combination~~have ~~will~~been associated, may not be ~~successful.~~indicative of future performance of an investment in our Company;

We• ~~may~~we ~~seek~~are todependent ~~extend~~upon ~~the~~our ~~Combination~~officers ~~Period consistent with applicable laws, regulations~~ and ~~stock~~directors ~~exchange rules by amending our Amended~~ and ~~Restated~~their ~~Charter. Such an amendment would require the approval of our Public Shareholders~~loss, ~~who will be provided the opportunity to redeem all~~ or a ~~portion~~reduction ~~of their Public Shares~~ in ~~connection with~~ the ~~vote on such approval. Such redemptions will decrease the~~ amount ~~held~~of intime ~~our~~they ~~Trust~~can ~~Account~~dedicate ~~and our capitalization, and may affect our ability~~ to ~~maintain~~ our ~~listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our~~ initial Business Combination, incould ~~accordance~~adversely ~~with~~affect ~~the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement,~~ our ~~securities~~ability ~~will likely be subject~~ to ~~a suspension of trading and delisting from Nasdaq.~~ operate;

~~Results~~• our ability to successfully effect our initial Business Combination and to be successful thereafter is dependent upon the efforts of ~~Operations~~our key personnel, some of whom may not join us following our initial Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business;

We• ~~have~~the ~~neither~~ownership ~~engaged~~interest inof ~~any~~our ~~operations~~Sponsor ~~nor~~may ~~generated any revenues to date. Our only activities from December 18~~change, ~~2023~~and ~~(inception)~~our ~~through~~Sponsor ~~December 31,~~may ~~2024~~divest ~~were~~its ~~organizational~~ownership ~~activities,~~interest ~~those~~in ~~necessary~~us tobefore ~~prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering,~~ identifying a ~~target company for a~~ Business Combination., Wewhich docould ~~not~~deprive ~~expect~~us ~~to generate any operating revenues until after the completion~~ of ~~our~~key ~~Business~~personnel Combination. We generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and ~~auditing compliance), as well as for due diligence expenses.~~ advisors;

26• our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination, and a particular Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether a particular Business Combination is the most advantageous;

~~Table~~• our officers and directors presently have, and any of ~~Contents~~them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented;

~~For~~• ~~the~~members ~~year~~of ~~ended~~our ~~December 31~~Management Team and Board of Directors have significant experience as founders, ~~2024~~board members, weofficers, ~~had~~executives ~~net~~or ~~income~~employees of $8other companies. Certain of those persons have been,~~791~~ are currently,~~874~~ or may become, ~~which~~involved ~~includes~~in $9litigation,~~622~~ investigations or other proceedings,~~647~~ ofincluding ~~interest~~related ~~income~~to ~~earned~~those oncompanies ~~Trust~~or ~~Account,~~otherwise. ~~interest~~This ~~income~~may ~~earned~~have an adverse effect on ~~Trust~~us, ~~offset~~which bymay ~~$830,773~~impede ofour ~~general~~ability ~~and~~to ~~administrative~~consummate ~~costs.~~an initial Business Combination;

~~For~~• ~~the~~members ~~period~~of ~~from~~our ~~December 18,~~Management ~~2023~~Team ~~(inception)~~and ~~through~~affiliated ~~December 31,~~companies ~~2023,~~may wehave ~~had~~been, aand ~~net~~may ~~loss~~in ofthe ~~$18~~future be,~~958,~~ ~~which~~involved ~~consists~~in ofcivil ~~general~~disputes ~~and~~or ~~administrative~~governmental ~~costs.~~investigations unrelated to our business;

~~Factors~~Risks ~~That~~Relating ~~May~~to ~~Adversely Affect~~ our ~~Results~~Securities ofand ~~Operations~~Shareholder Rights

~~Our~~• ~~results~~to ofmitigate ~~operations~~the ~~and~~risk ~~our~~that ~~ability~~we might be deemed to ~~complete~~be an ~~initial~~investment ~~Business~~company ~~Combination~~for ~~may~~purposes beof ~~adversely~~the ~~affected~~Investment byCompany ~~various~~Act, ~~factors~~we ~~that~~may, ~~could~~at ~~cause~~any ~~economic~~time ~~uncertainty~~(based ~~and~~on ~~volatility~~our inManagement ~~the~~Team’s ~~financial~~ongoing ~~markets,~~assessment ~~many~~ of ~~which~~all ~~are~~factors ~~beyond~~related to our ~~control.~~potential ~~Our~~status ~~results~~under ofthe ~~operations~~Investment ~~and~~Company ~~our~~Act), ~~ability~~instruct tothe ~~complete~~trustee anto ~~initial~~liquidate ~~Business~~the ~~Combination~~investments ~~could~~held bein ~~impacted~~the ~~by,~~Trust ~~among~~Account ~~other~~and ~~things,~~instead ~~downturns~~to inhold the ~~financial~~funds ~~markets or~~ in ~~economic~~the ~~conditions,~~Trust ~~increases~~Account in ~~oil~~an ~~prices,~~interest-bearing ~~inflation,~~demand ~~fluctuations~~deposit inaccount ~~interest~~at ~~rates,~~a ~~increases~~bank inuntil ~~tariffs,~~the ~~supply~~earlier ~~chain~~of ~~disruptions,~~the ~~declines~~consummation inof ~~consumer~~our ~~confidence~~initial ~~and~~Business ~~spending,~~Combination ~~public~~or ~~health~~our ~~considerations,~~liquidation. ~~and~~As ~~geopolitical~~a ~~instability~~result, ~~such~~following as the ~~military~~liquidation ~~conflicts~~of investments in ~~Ukraine~~the ~~and~~Trust ~~the~~Account, ~~Middle~~we ~~East.~~will Welikely ~~cannot~~receive atless ~~this~~interest ~~time~~on ~~predict~~the funds held in the ~~likelihood~~Trust ofAccount ~~one~~than orwe ~~more~~would ofhave had the ~~above~~Trust ~~events~~Account remained as initially invested, ~~their~~such ~~duration~~that orour ~~magnitude~~Public orShareholders ~~the~~would ~~extent~~receive toless ~~which~~upon ~~they~~any ~~may~~redemption ~~negatively~~or ~~impact~~liquidation of our ~~business~~Company ~~and~~than ~~our~~what ~~ability~~they towould ~~complete~~have anreceived ~~initial~~had ~~Business~~the ~~Combination.~~investments not been liquidated;

~~Liquidity~~• ~~and~~our ~~Capital~~Public ~~Resources~~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;

~~Until~~• ~~the~~if ~~consummation~~third ofparties ~~the~~bring ~~Initial~~claims ~~Public~~against ~~Offering~~us, ~~our~~the ~~only~~proceeds ~~source~~held ofin ~~liquidity~~the ~~was~~Trust anAccount ~~initial~~could ~~purchase~~be ofreduced ~~shares~~and ofthe ~~Class B~~per-share ~~ordinary~~redemption ~~shares,~~amount ~~par~~received ~~value $0.0001 per share,~~ by ~~the~~Public ~~Sponsor~~Shareholders ~~and~~may ~~loans~~be ~~from~~less than the ~~Sponsor.~~Redemption Price;

On• ~~May 6,~~our ~~2024,~~directors wemay ~~consummated~~decide ~~the~~not ~~Initial~~to ~~Public~~enforce ~~Offering of 28,750,000 Public Units, which includes~~ the ~~full~~indemnification ~~exercise~~obligations byof ~~the~~our ~~underwriters~~Sponsor, ofresulting ~~their~~in ~~Over-Allotment~~a ~~Option~~reduction in the amount of ~~3,750,000~~funds ~~Option~~in ~~Units, at $10.00 per Public and Option Unit, generating gross proceeds of $287,500,000. Simultaneously with~~ the ~~closing~~Trust ofAccount ~~the~~available ~~Initial~~for ~~Public~~distribution ~~Offering and pursuant~~ to ~~the~~our ~~Private~~Public ~~Placement Units Purchase Agreement, we consummated the sale of 725,000 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $7,250,000.~~ Shareholders;

~~Following~~• the ~~Initial~~securities ~~Public~~in ~~Offering~~which ~~and~~we invest the ~~Private~~funds ~~Placement,~~held ain ~~total~~the ofTrust ~~$287,500,000~~Account ~~($10.00~~could ~~per~~bear ~~Unit)~~a ~~was~~negative ~~placed~~rate inof ~~the~~interest, ~~Trust~~which ~~Account.~~could Wereduce ~~incurred~~the ~~transaction~~interest ~~costs~~income ofavailable ~~$14,560,986~~for ~~consisting~~payment of ~~$5,750,000~~taxes ofor ~~upfront~~reduce ~~discount~~the tovalue of the ~~underwriters,~~assets ~~$10,062,500~~held ofin ~~deferred~~the ~~underwriting~~Trust ~~fees,~~Account ~~and~~such ~~$557,236~~that ofthe ~~other~~per-share ~~offering~~redemption ~~costs,~~amount ~~offset~~received by ~~reimbursement~~Public ~~from~~Shareholders ~~the~~may ~~underwriters~~be ofless ~~$1,808,750.~~than the Redemption Price;

We27 intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less Permitted Withdrawals and deferred underwriting discounts and commissions), to complete our initial Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We• ~~intend~~if, tobefore ~~use~~distributing the ~~funds~~proceeds ~~held~~in ~~outside~~ the Trust Account ~~primarily~~ to ~~identify~~our ~~and~~Public ~~evaluate~~Shareholders, ~~target~~we ~~businesses,~~file ~~perform~~a ~~business~~bankruptcy ~~due~~or ~~diligence~~insolvency onpetition ~~prospective~~or ~~target~~an ~~businesses,~~involuntary ~~travel~~bankruptcy toor ~~and~~insolvency ~~from~~petition ~~the~~is ~~offices,~~filed ~~plants~~against orus ~~similar~~that ~~locations~~is ofnot ~~prospective~~dismissed, ~~target~~the ~~businesses~~claims orof ~~their~~creditors ~~representatives~~in orsuch ~~owners,~~proceeding ~~review~~may ~~corporate~~have ~~documents~~priority ~~and~~over ~~material~~the ~~agreements~~claims of ~~prospective~~our ~~target~~shareholders ~~businesses,~~and ~~structure,~~the ~~negotiate~~per-share ~~and~~amount ~~complete~~that awould ~~Business~~otherwise ~~Combination,~~be ~~and~~received toby ~~pay~~our ~~for~~Public ~~directors~~Shareholders ~~and~~in ~~officers~~connection ~~liability~~with ~~insurance~~our ~~premiums.~~liquidation may be reduced;

In• ~~order to finance working capital deficit or to finance transaction costs in connection with an intended initial Business Combination~~if, ~~the~~after ~~Sponsor~~we ordistribute ~~an affiliate of~~ the ~~Sponsor~~proceeds orin ~~certain of~~ the ~~Company’s~~Trust ~~officers~~Account ~~and~~to ~~directors~~our ~~may,~~Public ~~but are not obligated to~~Shareholders, ~~loan~~we ~~the~~file ~~Company~~a ~~funds~~bankruptcy asor ~~may~~insolvency bepetition ~~required.~~or Ifan ~~the~~involuntary ~~Company~~bankruptcy ~~completes~~or ~~its~~insolvency ~~initial~~petition ~~Business~~is ~~Combination,~~filed ~~the~~against ~~Company~~us ~~would repay the Working Capital Loans. In the event~~ that ~~the~~is ~~initial Business Combination does~~ not ~~close~~dismissed, ~~the~~a ~~Company~~liquidator ~~may~~or ~~use~~ a ~~portion~~bankruptcy, ofinsolvency ~~the~~or ~~working~~other ~~capital~~court ~~held~~may ~~outside~~seek ~~the Trust Account~~ to ~~repay~~recover ~~the~~such ~~Working Capital Loans but no~~ proceeds ~~from the Trust Account would be used to repay the Working Capital Loans. Up to $1~~,~~500,000~~ ofand the ~~Working~~members ~~Capital Loans may be convertible into units~~ of ~~the~~our ~~post~~Board ~~Business Combination entity at a price~~ of ~~$10.00~~Directors ~~per~~may ~~unit at the option of the lender. The units and the underlying securities would~~ be ~~identical~~viewed toas ~~the~~having ~~Additionally,~~breached totheir ~~fund~~fiduciary ~~working~~duties ~~capital the Company has permitted withdrawals available up~~ to anus ~~annual~~or ~~limit~~our ~~of $1~~creditors,~~000,000.~~ ~~These~~thereby ~~permitted~~exposing ~~withdrawals are limited to only~~ the ~~interest~~members ~~available that has been earned in excess~~ of ~~the~~our ~~initial~~Board ~~deposit at the Initial Public Offering. As~~ of ~~December 31,~~Directors ~~2024, the Company has withdrawn $1,000,000 for the annual period~~ and ~~has~~us noto ~~further~~claims ~~amounts available for withdrawal until the 1 year anniversary~~ of ~~the~~punitive ~~Initial Public Offering.~~ damages;

In• ~~connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about~~ an ~~Entity’s~~active ~~Ability~~market tofor ~~Continue~~our aspublic asecurities ~~Going~~may ~~Concern,”~~not ~~as of December 31~~continue, ~~2024,~~which ~~the~~would ~~Company~~adversely ~~has~~affect ~~sufficient funds for~~ the ~~working~~liquidity ~~capital~~and ~~needs~~price of ~~the~~our ~~Company~~securities, ~~until~~and aour ~~minimum~~shareholders ofmay ~~one~~have ~~year~~limited ~~from~~liquidity ~~the~~and ~~date of issuance of these financial statements. The Company cannot assure that its plans to consummate an Initial Business Combination will be successful.~~ trading;

27• since our Sponsor, directors and officers and any other holder of our Founder Shares will lose their entire investment in us if our initial Business Combination is not completed (other than with respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our Sponsor, officers and directors and any other holder of our Founder Shares may profit substantially even under circumstances in which our Public Shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business Combination;

~~Table~~• the value of ~~Contents~~the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Public Shares at such time is substantially less than the Redemption Price;

~~The~~• ~~Company~~Nasdaq ~~does~~may ~~not~~delist ~~believe~~our ~~that~~securities itfrom ~~will~~trading ~~need~~on ~~to raise additional funds in order to meet the expenditures required for operating~~ its ~~business. However~~exchange, ifwhich ~~the~~could ~~Company~~limit investors’s ~~estimate~~ability ofto ~~the~~make ~~costs~~transactions ~~of identifying a target business, undertaking~~ in~~-depth~~ ~~due~~our ~~diligence~~securities and ~~negotiating~~subject aus ~~Business Combination are less than the actual amount necessary~~ to ~~do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Moreover, the Company may need to obtain~~ additional ~~financing~~trading either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. restrictions;

~~Off-Balance~~• ~~Sheet~~our ~~Financing~~Public ~~Arrangements~~Shareholders do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate their investment, they may be forced to sell their Public Shares or Public Warrants, potentially at a loss;

We• ~~have~~our noSponsor ~~obligations,~~paid ~~assets~~an oraggregate ~~liabilities, which would be considered off-balance sheet arrangements as~~ of ~~December 31~~$25,000, ~~2024.~~or Weapproximately do$0.003 ~~not~~per ~~participate~~Founder inShare ~~transactions~~and, ~~that create relationships with unconsolidated entities or financial partnerships~~accordingly, ~~often~~our ~~referred~~Public toShareholders asexperience ~~variable~~immediate ~~interest~~and ~~entities,~~substantial ~~which~~dilution ~~would~~from ~~have been established for~~ the ~~purpose~~purchase of ~~facilitating~~our ~~off-balance~~Class ~~sheet~~A ~~arrangements.~~Ordinary We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Shares;

~~Contractual~~• ~~Obligations~~the nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of the Public Shares upon the consummation of our initial Business Combination, and our Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our Ordinary Shares to materially decline;

We• dobecause ~~not~~we ~~have~~are ~~any~~incorporated ~~long-term~~under ~~debt,~~the ~~capital~~laws ~~lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an aggregate~~ of ~~$30,000 per month to~~ the ~~Sponsor~~Cayman ~~or an affiliate thereof for office space~~Islands, ~~utilities,~~our ~~and~~shareholders ~~secretarial~~may ~~and~~face ~~administrative~~difficulties ~~support.~~in Weprotecting ~~will~~their ~~begin incurring these fees on May 2~~interests, ~~2024~~ and ~~will~~their ~~continue~~ability to ~~incur~~protect ~~these~~their ~~fees monthly~~rights ~~until~~through the ~~earlier~~U.S. ofFederal ~~the~~courts ~~completion~~may ofbe ~~the Business Combination and our liquidation.~~ limited;

~~Upon~~• ~~the~~after ~~completion of~~ our initial Business Combination, ~~the~~it ~~underwriters~~is ~~are~~possible ~~entitled~~that to a ~~deferred~~majority ~~underwriting commission~~ of ~~3.5%~~our ondirectors ~~the~~and ~~Units~~officers ~~sold,~~will orlive upoutside tothe ~~$10,062,500~~United inStates ~~the~~and ~~aggregate~~all of ~~the~~our ~~gross~~assets ~~proceeds~~will ofbe ~~the~~located ~~Initial~~outside ~~Public~~the ~~Offering~~United ~~held~~States; intherefore, ~~the~~shareholders ~~Trust~~may ~~Account,~~not ~~subject~~be able to ~~the~~enforce ~~terms~~federal ofsecurities ~~the~~laws ~~Underwriting~~or ~~Agreement.~~their other legal rights;

~~Critical~~• ~~Accounting~~provisions ~~Estimates~~in our Amended and Restated Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Ordinary Shares and could entrench Management;

~~The~~• ~~preparation~~our ofAmended ~~financial~~and ~~statements~~Restated inArticles ~~conformity~~provide ~~with GAAP requires management to make estimates and assumptions~~ that ~~affect~~ the ~~reported~~courts ~~amounts~~ of ~~assets~~the ~~and~~Cayman ~~liabilities,~~Islands ~~disclosure~~will ofbe ~~contingent assets and liabilities at~~ the ~~date~~exclusive offorums ~~the~~for ~~financial~~certain ~~statements,~~disputes ~~and~~between ~~income~~us and ~~expenses~~our ~~during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition~~shareholders, ~~situation or set of circumstances that existed at the date of the financial statements,~~ which ~~management considered in formulating its estimate,~~ could ~~change~~limit inour ~~the~~shareholders’ ~~near~~ability ~~term due~~ to ~~one~~obtain ora ~~more~~favorable ~~future~~judicial ~~confirming~~forum ~~events.~~for ~~Accordingly,~~complaints ~~actual~~against ~~results~~us ~~could~~or ~~materially~~our ~~differ from those estimates. As of December 31~~directors, ~~2024~~officers ~~and~~or ~~2023, we did not have any critical accounting estimates to be disclosed.~~ employees;

~~Recent~~• ~~Accounting~~whether ~~Standards~~a redemption of Public Shares will be treated as a sale of such Class A Ordinary Shares for U.S. federal income tax purposes will depend on a shareholder’s specific facts;

In• ~~November~~we ~~2023,~~may amend the ~~FASB~~terms ~~issued ASU 2023-07, Segment~~of ~~Reporting (Topic 280):~~the ~~Improvements~~Public toWarrants ~~Reportable Segment Disclosures. The amendments~~ in ~~this ASU require~~a ~~disclosures,~~manner onthat anmay ~~annual~~be ~~and~~adverse ~~interim~~to ~~basis,~~holders of ~~significant~~Public ~~segment~~Warrants ~~expenses~~with ~~that are regularly provided to~~ the ~~chief~~approval ~~operating~~by ~~officer decision maker (“CODM”), as well as~~ the ~~aggregate~~holders ~~amount~~ of ~~other~~at ~~segment~~least ~~items~~50% ~~included~~of in the ~~reported~~then ~~measure~~outstanding ofPublic ~~segment profit or loss~~Warrants. ~~The ASU requires~~As ~~that~~ a ~~public~~result, ~~entity disclose~~ the ~~title~~exercise ~~and~~price ~~position~~ of the ~~CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.~~ Public ~~entities~~Warrants ~~will~~could be ~~required to provide all annual disclosures currently required by Topic 280 in interim periods~~increased, ~~and entities with a single reportable segment are required to provide all~~ the ~~disclosures~~exercise ~~required~~period bycould ~~the~~be ~~amendments~~shortened ~~in this ASU~~ and ~~existing~~the ~~segment~~number ~~disclosures~~of inClass ~~Topic 280.~~A ~~This ASU is~~Ordinary ~~effective~~Shares ~~for~~purchasable ~~fiscal~~upon ~~years~~exercise ~~beginning~~of ~~after~~a ~~December 15,~~Public ~~2023,~~Warrant ~~and~~could ~~interim~~be ~~periods within fiscal years beginning after December 15~~decreased, ~~2024,~~all ~~with~~without ~~early~~shareholder ~~adoption permitted.~~ approval;

~~Management~~28 ~~does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.~~

~~Item~~• ~~7A. Quantitative~~the Warrant Agreements designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and ~~Qualitative~~exclusive ~~Disclosures~~forum ~~about~~for ~~Market~~certain ~~Risk.~~types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company;

We• ~~are~~Certain aprovisions ~~smaller reporting company as defined by Rule 12b-2~~ of the ~~Exchange~~Warrant ~~Act~~Agreements ~~and~~may ~~are~~make ~~not~~it ~~required~~more todifficult ~~provide~~for ~~the~~us ~~information~~to ~~otherwise~~consummate ~~required~~an ~~under~~initial ~~this~~Business ~~Item.~~ Combination;

28• our Warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate our initial Business Combination;

~~Table~~• because each Unit contains one-quarter of ~~Contents~~one Warrant and only a whole Warrant may be exercised, the Units may be worth less than units of other SPACs;

~~Item~~• ~~8. Financial~~Warrant ~~Statements~~holders will not be permitted to exercise their Warrants unless we register and ~~Supplementary~~qualify ~~Data.~~the underlying Class A Ordinary Shares or certain exemptions are available;

~~F-1~~• holders may only be able to exercise Public Warrants on a “cashless basis” under certain circumstances, and if they do so, they will receive fewer Class A Ordinary Shares from such exercise than if they were to exercise such Public Warrants for cash;

~~F-18~~• holders of Class A Ordinary Shares are not entitled to vote on continuing our Company in a jurisdiction outside of the Cayman Islands;

~~Item 9.~~• ~~Changes~~the ingrant ~~and~~of ~~Disagreements~~registration ~~with~~rights ~~Accountants~~to onour ~~Accounting~~Sponsor may make it more difficult to complete our initial Business Combination, and ~~Financial~~the ~~Disclosure.~~future exercise of such rights may adversely affect the market price of our Class A Ordinary Shares;

~~None~~• we may be a passive foreign investment company, which could result in adverse United States federal income tax consequences to our U.S. shareholders;

~~Item~~• ~~9A. Controls~~we are an emerging growth company and ~~Procedures.~~a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies;

~~Evaluation~~• ofwe ~~Disclosure~~may ~~Controls~~seek to extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and ~~Procedures~~other adverse effects on our Company;

~~Disclosure~~• ~~controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under~~ the ~~Exchange~~issuance ~~Act~~of isClass ~~recorded,~~A ~~processed,~~Ordinary ~~summarized~~Shares ~~and~~upon ~~reported within~~ the ~~time~~closing ~~periods~~of ~~specified in~~ the ~~SEC’s~~initial ~~rules~~Business ~~and~~Combination ~~forms.~~will ~~Disclosure~~dilute ~~controls~~your ~~and~~ownership; ~~procedures include, without limitation, controls~~ and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

~~13a-15(e)~~• substantial future sales of our Class A Ordinary Shares by existing shareholders could cause the market price of our Class A Ordinary Shares to decline.

~~15d-15~~For additional risks relating to our operations, see the section titled “Risk Factors” contained in our (ei) IPO Registration Statement, (ii) 2024 Annual Report and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025, as filed with the SEC on May 13, 2025, August 13, 2025 and November 12, 2025, respectively. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

WeFor dorisks ~~not~~related ~~expect~~to ~~that~~PlusAI ~~our disclosure controls~~ and ~~procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that~~ the ~~objectives~~PlusAI ofBusiness ~~the disclosure controls and procedures are met. Further~~Combination, ~~the~~please ~~design~~see ~~of disclosure controls and procedures must reflect~~ the ~~fact~~PlusAI ~~that~~Registration ~~there are resource constraints, and the benefits must be considered relative to their costs~~Statement. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Management’s~~There ~~Annual~~is ~~Report~~substantial ondoubt ~~Internal~~about ~~Control~~our ~~over~~ability ~~Financial~~to ~~Reporting~~continue as a “going concern.”

~~This~~In ~~Report~~connection ~~does~~with ~~not~~our ~~include~~assessment aof ~~report~~going ofconcern considerations under applicable accounting standards, Management’s ~~assessment~~has ~~regarding~~determined ~~internal~~that ~~control~~our ~~over~~possible ~~financial~~need ~~reporting~~for oradditional anfinancing ~~attestation~~to ~~report~~enable ofus to negotiate and complete our ~~registered~~initial ~~public~~Business ~~accounting~~Combination, ~~firm~~as ~~due~~well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about our ability to continue as a ~~transition~~going ~~period~~concern ~~established~~through byapproximately ~~the~~one ~~rules~~year offrom the ~~SEC~~date ~~for~~the ~~newly~~financial ~~public~~statements ~~companies~~included elsewhere in this Report were issued.

~~Changes~~29 ~~in Internal Control over Financial Reporting~~

~~Not~~Item 1B. ~~applicable~~Unresolved Staff Comments.

~~Item~~Not 9Bapplicable. ~~Other~~ ~~Information.~~

~~Trading~~Item 1C. ~~Arrangements~~Cybersecurity.

~~Rule 16a~~Although, as a blank check company, we do not have any operations, we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments in our Trust Account and bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties. We and third parties may be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third parties, we depend upon the personnel and the processes of such third parties to protect against cybersecurity incidents, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, our Management Team will report to the Audit Committee and provide updates on the Management Team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early-~~1(f)~~stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering. In addition to our own cybersecurity risks, any proposed Business Combination target, such as PlusAI, may have been subject to, or may in the future be subject to, cybersecurity incidents.

~~10b5-1~~Item 2. Properties.

~~“non~~Our executive offices are located at 640 Fifth Avenue, 14th Floor, New York, NY 10019, and our telephone number is (212) 380-~~Rule~~7500. The cost for this space is included in the $30,000 per month fee that we pay an affiliate of our Sponsor for certain office space, utilities and administrative and support pursuant to the Administrative Support Agreement. We consider our current office space adequate for our current operations.

~~10b5-1~~Item 3. Legal Proceedings.

~~S-K~~To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our subsidiaries, any of our officers or directors in their capacity as such or against any of our property.

29Item 4. Mine Safety Disclosures.

~~Table~~Not ofapplicable. ~~Contents~~

~~Additional~~30 ~~Information~~

~~None.~~PART II

Item ~~9C.~~ ~~Disclosure~~5. ~~Regarding~~Market ~~Foreign~~for ~~Jurisdictions~~Registrant’s ~~that~~Common ~~Prevent~~Equity, ~~Inspections~~Related Stockholder Matters, and Issuer Purchases of Equity Securities.

~~Not~~(a) ~~applicable.~~Market Information

30Our Public Units, Public Shares and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols CCIXU, CCIX and CCIXW, respectively. Our Public Units commenced public trading on May 2, 2024, and our Public Shares and Public Warrants commenced separate public trading on June 21, 2024.

~~Table~~(b) ofHolders ~~Contents~~

~~PART~~On ~~III~~February 5, 2026, there were two holders of record of our Units, one holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and one holder of record of our Warrants.

~~Item~~(c) ~~10. Directors,~~Dividends ~~Executive Officers and Corporate Governance.~~

We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and ~~Executive~~does ~~Officers~~not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

As(d) ofSecurities ~~the~~Authorized ~~date~~for ofIssuance ~~this~~Under ~~Report,~~Equity ~~our~~Compensation ~~directors~~Plans ~~and officers are as follows:~~

Name	Age	Position
Michael Klein	61	Chief Executive Officer, President and Chairman of the Board of Directors
Jay Taragin	58	Chief Financial Officer
Stephen Murphy	61	Director
William Sherman	61	Director

None.

~~The~~(e) ~~experience~~Performance ofGraph ~~our directors and executive officers is as follows:~~

~~Michael~~As ~~Klein~~a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e).

~~co-founder~~(f) Recent Sales of Unregistered Securities

~~end-~~There were no sales of unregistered securities during the fiscal year covered by this Report. However, simultaneously with the closing of the Initial Public Offering, pursuant to~~-end~~ the Private Placement Units Purchase Agreement, we completed the private sale of an aggregate of 725,000 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $7,250,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

31(g) Use of Proceeds from the Initial Public Offering

~~Table~~There were no offerings of ~~Contents~~registered securities and therefore no planned use of proceeds from such offerings during the fiscal year covered by this Report. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the SEC on June 7, 2024. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.

35To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-~~year~~bearing demand deposit account at a bank.

~~Co-Chief~~31

~~Mr. Klein~~(g) ~~was~~Purchases ~~selected~~of toEquity ~~serve~~Securities onby the ~~Churchill~~Issuer ~~Capital Corp IX board of directors due to his significant investment banking~~ and ~~advisory~~Affiliated ~~experience~~Purchasers ~~as well as his extensive experience with SPACs.~~

~~Jay~~There ~~Taragin~~were no purchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.

~~Stephen~~Item 6. ~~Murphy~~[Reserved]

~~Co-Founding~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CoCautionary Note Regarding Forward-~~Founder~~Looking Statements

~~William~~All ~~Sherman~~statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

~~Family~~The ~~Relationships~~following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Report.

NoOverview ~~family relationships exist between any of our directors or executive officers.~~

32We are a blank check company incorporated in the Cayman Islands on December 18, 2023, formed for the purpose of effecting a Business Combination with one or more businesses. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination, including the PlusAI Business Combination, will be successful.

~~Table~~Our IPO Registration Statement became effective on May 1, 2025. On May 6, 2025, we consummated our Initial Public Offering of ~~Contents~~28,750,000 Public Units, including 3,750,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one-quarter of one Public Warrant. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $287,500,000.

~~Involvement~~Simultaneously with the closing of the Initial Public Offering, pursuant to the Private Placement Units Purchase Agreement, we completed the private sale of an aggregate of 725,000 Private Placement Units to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $7,250,000. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in ~~Certain~~the ~~Legal~~IPO ~~Proceedings~~Registration Statement.

~~Other~~Following ~~than~~the asclosing ~~described~~of ~~above~~the Initial Public Offering and Private Placement, ~~there~~an ~~are~~amount noof ~~material~~$287,500,000 ~~proceedings~~from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental, acting as trustee. Pursuant to ~~which~~the ~~any~~Trust ~~director~~Agreement, orthe ~~executive~~Trust ~~officer~~Account may be invested only (i) in U.S. government securities, orwithin ~~any~~the ~~associate~~meaning set forth in Section 2(a)(16) of ~~any~~the ~~such~~Investment ~~director~~Company Act with a maturity of 185 days or ~~officer~~less, is(ii) any open-ended investment company that holds itself out as a ~~party~~money ~~adverse~~market tofund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or ~~has~~(iii) as cash or cash items (including in demand deposit accounts) at a ~~material~~bank ~~interest~~as ~~adverse~~determined toby us, until the ~~Company~~earlier of (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.

~~Number~~We have until May 6, 2026 (or by August 6, 2026 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination, such as the PlusAI Merger Agreement, by May 6, 2026), or until such earlier liquidation date as our Board may approve or such later date as our shareholders may approve pursuant to our Amended and ~~Terms~~Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of ~~Office~~the Combination Period, we will (i) cease all operations except for the purpose of ~~Officers~~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 ~~Directors~~not previously released to us to pay taxes, if

~~two-thirds)~~32

~~non-independent~~ any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

coWe may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-~~Chairman~~Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

~~Committees~~Recent ofDevelopments ~~the Board of Directors~~

~~phase-in~~On January 12, 2026, the PlusAI Registration Statement was declared effective.

~~10A-3~~On January 13, 2026, we borrowed $250,000 against the WCL Promissory Note. As of the date of this Report, there is $1,250,000 available for withdrawal under the WCL Promissory Note.

~~Audit~~On ~~Committee~~January 27, 2026, we announced that the extraordinary general meeting of our shareholders to approve the proposed PlusAI Business Combination has been rescheduled from February 3, 2026 to February 11, 2026 (the “EGM”). Our Board of Directors decided to postpone the EGM in order to allow additional time for our Company to engage with our shareholders, including following the announcement by PlusAI regarding its expanded partnership with TRATON Group (“TRATON”). For more information on the postponement of the EGM and PlusAI’s proposed partnership with TRATON, see our Current Reports on Form 8-K, as filed with the SEC on January 26, 2026 and January 27, 2026, respectively.

~~phase-in~~PlusAI Business Combination

~~Mr.~~On June ~~Murphy~~5, ~~serves~~2025, aswe ~~interim~~entered ~~chair~~into ofthe PlusAI Merger Agreement with (i) PlusAI and (ii) the ~~Audit~~Merger ~~Committee~~Subs. ~~Each~~Pursuant ~~member~~to the PlusAI Merger Agreement, and on the terms and subject to the satisfaction or waiver of the ~~Audit~~conditions ~~Committee~~set isforth ~~financially~~therein, ~~literate~~the parties thereto intend to effect a Business Combination transaction by which Merger Sub I will merge with and into PlusAI, with PlusAI continuing as the surviving corporation and our ~~Board~~wholly owned subsidiary, and immediately following such merger, the surviving corporation of ~~Directors~~the ~~has~~such ~~determined~~merger ~~that~~will ~~Mr. Murphy~~merge ~~qualifies~~with asand aninto ~~“Audit~~Merger ~~Committee~~Sub ~~financial~~II, ~~expert”~~with Merger Sub II continuing as ~~defined~~the surviving entity. The PlusAI Business Combination is expected to be consummated following the receipt of the required approval by the shareholders of our Company and PlusAI, and the satisfaction or waiver of certain other closing conditions set forth in ~~applicable~~the ~~SEC~~PlusAI ~~rules~~Merger Agreement.

WeFor ~~have~~a ~~adopted~~full andescription ~~Audit~~of ~~Committee~~the ~~charter,~~PlusAI ~~which~~Business ~~details~~Combination ~~the~~Agreement ~~principal~~and ~~functions~~the ofproposed ~~the~~PlusAI ~~Audit~~Business ~~Committee~~Combination, ~~including,~~please ~~among~~see ~~other~~Item 1. ~~things:~~“Business”.

•Results ~~assisting Board oversight~~ of ~~(1)~~Operations the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

33We have neither engaged in any operations nor generated any revenues to date. Our only activities since December 18, 2023 (inception) through December 31, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination and (z) consummating the PlusAI Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

~~Table~~For the year ended December 31, 2025, we had net income of ~~Contents~~$8,556,703, which includes $12,494,752 of interest income earned on marketable securities and cash held in Trust Account, offset by $3,938,049 of general and administrative costs.

•For the ~~appointment,~~year ~~compensation,~~ended ~~retention~~December 31, ~~replacement~~2024, ~~and~~we ~~oversight~~had net income of ~~the~~$8,791,874, ~~work~~which includes $9,622,647 of ~~the~~interest ~~independent~~income ~~registered~~earned ~~public~~on ~~accounting~~marketable ~~firm~~securities ~~engaged~~and cash held in Trust Account, offset by ~~us;~~$830,773 of general and administrative costs.

•33 ~~pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;~~

~~• setting clear hiring policies for employees or former employees of the independent registered public accounting firm~~Liquidity, ~~including~~Capital ~~but~~Resources ~~not~~and ~~limited~~Going ~~to,~~Concern ~~as required by applicable laws and regulations;~~

•Following ~~setting~~the ~~clear~~Initial ~~policies~~Public ~~for~~Offering, ~~audit~~including ~~partner~~the ~~rotation~~full exercise of the Over-Allotment Option, and the Private Placement, a total of $287,500,00 was placed in ~~compliance~~the ~~with~~Trust ~~applicable~~Account. ~~laws~~We incurred fees of $14,560,986 in the Initial Public Offering, consisting of $5,750,000 of cash underwriting fee, the Deferred Fee of $10,062,500 and ~~regulations;~~$557,236 of other offering costs, which was offset by reimbursement from the Underwriters of $1,808,750.

•As ~~obtaining~~of December 31, 2025, 2024, we had marketable securities and ~~reviewing~~cash aheld ~~report~~in the Trust Account of $307,617,399 atand ~~least~~$296,122,647, ~~annually~~respectively, including interest income). We may withdraw interest from the ~~independent~~Trust ~~registered~~Account ~~public~~to ~~accounting~~pay ~~firm~~taxes, ~~describing~~if ~~(i)~~any. ~~the~~We ~~independent~~intend ~~registered~~to ~~public~~use ~~accounting~~substantially ~~firm’s~~all ~~internal~~of ~~quality-control~~the ~~procedures~~funds held in the Trust Account, ~~(ii)~~including any ~~material~~amounts ~~issues~~representing ~~raised~~interest byearned on the ~~most~~Trust ~~recent~~Account ~~internal~~(which ~~quality-control~~interest ~~review,~~shall orbe ~~peer~~net ~~review~~of taxes payable, ofif any, and exclude the ~~audit~~Deferred ~~firm~~Fee), orto bycomplete ~~any~~our ~~inquiry~~Business orCombination. ~~investigation~~To bythe ~~governmental~~extent orthat ~~professional~~our ~~authorities~~share ~~within~~capital ~~the~~or ~~preceding~~debt ~~five~~is ~~years~~used, ~~respecting~~in ~~one~~whole or ~~more~~in ~~independent~~part, ~~audits~~as ~~carried~~consideration ~~out~~to bycomplete our Business Combination, the ~~firm~~remaining ~~and~~proceeds ~~any~~held ~~steps~~in ~~taken~~the toTrust ~~deal~~Account ~~with~~will ~~such~~be ~~issues~~used ~~and~~as ~~(iii)~~working ~~all~~capital ~~relationships~~to ~~between~~finance the ~~independent~~operations ~~registered~~of ~~public~~the ~~accounting~~target ~~firm~~business ~~and~~or usbusinesses, tomake ~~assess~~other ~~the~~acquisitions ~~independent~~and ~~registered~~pursue ~~public~~our ~~accounting~~growth ~~firm’s~~strategies. ~~independence;~~

•To ~~meeting~~mitigate the risk that we might be deemed to ~~review~~be ~~and~~an ~~discuss~~investment ~~our~~company ~~annual~~for ~~audited~~purposes ~~financial~~of ~~statements~~the ~~and~~Investment ~~quarterly~~Company ~~financial~~Act, ~~statements~~which ~~with~~risk ~~Management~~increases ~~and~~the longer that we hold investments in the ~~independent~~Trust ~~auditor~~Account, ~~including~~we ~~reviewing~~may ~~our~~at ~~specific~~any ~~disclosures~~time ~~under~~(based “on our Management Team’s ~~Discussion~~ongoing ~~and~~assessment ~~Analysis~~ of ~~Financial~~all ~~Condition~~factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and ~~Results~~instead ofto ~~Operations”;~~hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

•As ~~reviewing~~of December 31, 2025 and ~~approving~~2024, ~~any~~we ~~related~~had ~~party~~cash ~~transaction~~held ~~required~~outside of the Trust Account of $2,469 and $2,412,564, respectively. We use the funds held outside the Trust Account primarily to beidentify ~~disclosed~~and ~~pursuant~~evaluate target businesses, perform business due diligence on prospective target businesses, travel to ~~Item~~and ~~404~~from the offices, plants, or similar locations of ~~Regulation~~prospective ~~S-K~~target ~~promulgated~~businesses byor ~~the~~their ~~SEC~~representatives ~~prior~~or toowners, usreview ~~entering~~corporate ~~into~~documents ~~such~~and ~~transaction;~~material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

•Our ~~reviewing~~liquidity ~~with~~needs ~~Management~~through December 31, ~~the~~2025 ~~independent~~have ~~registered~~been ~~public~~satisfied ~~accounting~~through ~~firm,~~(i) a ~~and~~contribution ~~our~~of ~~legal advisors~~$25,000 asfrom ~~appropriate,~~the ~~any~~Sponsor ~~legal,~~in ~~regulatory~~exchange orfor ~~compliance~~the ~~matters,~~issuance ~~including~~of ~~any~~our ~~correspondence~~Founder ~~with~~Shares, ~~regulators~~(ii) Permitted orWithdrawals, ~~government~~(iii) loans ~~agencies~~pursuant ~~and~~to ~~any~~the ~~employee~~IPO ~~complaints~~Promissory orNote ~~published~~and ~~reports~~the ~~that~~WCL ~~raise~~Promissory ~~material~~Note ~~issues~~and ~~regarding~~(iv) the ~~our~~net ~~financial~~proceeds ~~statements~~from orthe ~~accounting~~consummation ~~policies~~of ~~and~~the ~~any~~Initial ~~significant~~Public ~~changes~~Offering inand ~~accounting~~the ~~standards~~Private orPlacement ~~rules~~held ~~promulgated~~outside by the ~~FASB,~~Trust ~~the~~Account. ~~SEC or other regulatory authorities;~~

•Permitted ~~advising~~Withdrawals the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “SEC Clawback Rule”) are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

~~Compensation~~To ~~Committee~~fund working capital, we have Permitted Withdrawals available from the Trust Account up to an annual limit of $1,000,000. These Permitted Withdrawals are limited to only the interest available that has been earned in excess of the initial deposit in the Trust Account at the Initial Public Offering. During the year ended December 31, 2024, we withdrew $1,000,000 in interest for working capital purposes pursuant to Permitted Withdrawals, and had no further amounts available for Permitted Withdrawals until May 6, 2025, which was the one-year anniversary of the Initial Public Offering. For the year ended December 31, 2025, we withdrew another $1,000,000 in interest from the Trust Account for working capital purposes pursuant to Permitted Withdrawals, and have no further amounts available for permitted withdrawals until May 6, 2026, which is the two-year anniversary of the Initial Public Offering.

WeWorking ~~have~~Capital ~~established~~Loans a Compensation Committee of the Board. Messrs. Murphy and Sherman currently serve as members of our Compensation Committee. Mr. Murphy also serves as the chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have at least two members of the Compensation Committee, all of whom must be independent, subject to certain limited exceptions set forth under the Nasdaq Rules.

WeIn ~~have~~order ~~adopt~~to fund working capital deficiencies or finance transaction costs in connection with a ~~Compensation~~Business ~~Committee~~Combination, ~~charter~~the Sponsor or an affiliate of the Sponsor, ~~which~~or ~~details~~certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the ~~principal~~event ~~functions~~that a Business Combination does not close, we may use a portion of the ~~Compensation~~working ~~Committee~~capital held outside the Trust Account to repay such Working Capital Loans, ~~including~~but no proceeds from our Trust Account would be used for such repayment. If the Sponsor or its assigns or successors makes any Working Capital Loans, ~~among~~up ~~other~~to ~~things:~~$1,500,000 of such Working Capital Loans may be converted into WCL Conversion Units at a price of $10.00 per unit at the option of the lender. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities).

•On ~~reviewing~~December 2, ~~and~~2025, ~~approving~~we onissued anthe ~~annual~~WCL ~~basis~~Promissory Note in the ~~corporate~~aggregate ~~goals~~principal ~~and~~amount ~~objectives~~of ~~relevant~~up to ~~our~~$1,500,000 ~~Chief~~to ~~Executive~~the ~~Officer’s compensation~~Sponsor, iffor any isWorking ~~paid~~Capital byLoans the Sponsor may make to us,. ~~evaluating~~The ~~our~~WCL ~~Chief~~Promissory ~~Executive~~Note ~~Officer’s~~does ~~performance~~not inbear ~~light~~interest and matures upon the earlier of ~~such~~the ~~goals~~closing ~~and~~of ~~objectives~~an ~~and~~initial ~~determining~~Business Combination and ~~approving~~our liquidation. Amounts outstanding under the ~~remuneration~~WCL ~~(if~~Promissory ~~any)~~Note are convertible, at the option of ~~our~~the ~~Chief~~Sponsor, ~~Executive~~into ~~Officer~~WCL ~~based~~Conversion onUnits, ~~such~~at ~~evaluation;~~a conversion price of $10.00 per WCL Conversion Unit, with each WCL Conversion Unit consisting of Class A Ordinary Share and one-quarter of one warrant, with each whole warrant

•34 ~~reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;~~

• exercisable ~~reviewing~~for onone anClass A ~~annual~~Ordinary ~~basis~~Share ~~our~~at ~~executive~~$11.50 ~~compensation~~per ~~policies~~share, subject to adjustment as provided in the IPO Registration Statement. Any WCL Conversion Units (and ~~plans;~~underlying securities) will be identical to the Private Placement Units (and underlying securities). The WCL Conversion Units are entitled to registration rights. As of December 31, 2025 and 2024, we had no borrowings under the WCL Promissory Note.

34IPO Promissory Note

~~Table~~Prior to the closing of ~~Contents~~our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $600,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024, or the completion of our Initial Public Offering. On May 6, 2024, the outstanding balance under the IPO Promissory Note was $314,295, of which $300,000 was repaid upon the consummation of the Initial Public Offering, leaving a remaining balance of $14,295. Subsequently, on May 8, 2024, we repaid the outstanding amount of $14,295 to the Sponsor. As of December 31, 2025 and 2024, the outstanding balance on the IPO Promissory Note was $0. No additional borrowing is available under the IPO Promissory Note.

•Going ~~implementing~~Concern ~~and administering our incentive compensation equity-based remuneration plans;~~

•In ~~assisting~~connection ~~management~~with our assessment of going concern considerations in ~~complying~~accordance with ~~our~~FASB ~~proxy~~ASC ~~statement~~Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the consolidated financial statements and ~~annual~~the ~~report~~notes ~~disclosure~~thereto ~~requirements~~included elsewhere in this Report are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after May 6, 2026 (or after August 6, 2026 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination, such as the PlusAI Merger Agreement, by May 6, 2026). We intend to complete the PlusAI Business Combination before the end of the Combination Period; however, there can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

•Contractual ~~approving~~Obligations ~~all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;~~

•We ifdo ~~required~~not have any long-term debt, ~~producing~~capital alease ~~report~~obligations, onoperating ~~executive~~lease ~~compensation~~obligations toor belong-term ~~included~~liabilities, inother ~~our~~than ~~annual~~as ~~proxy~~follows: ~~statement;~~

•Administrative ~~reviewing,~~Support ~~evaluating~~Agreement ~~and recommending changes, if appropriate, to the remuneration for directors; and~~

•Commencing ~~advising~~on ~~the~~May 2, ~~Board~~2024, and ~~any~~until ~~other~~the ~~Board~~completion ~~committees~~of ifour ~~the~~Business ~~clawback~~Combination ~~provisions~~or liquidation, we reimburse an affiliate of the ~~SEC~~Sponsor ~~Clawback~~$30,000 ~~Rule~~per ~~are~~month ~~triggered~~for ~~based~~office ~~upon~~space, autilities, ~~financial~~and ~~statement~~secretarial ~~restatement~~and oradministrative ~~other~~support ~~financial~~pursuant ~~statement~~to ~~change~~the ~~and~~Administrative ~~perform~~Support ~~any~~Agreement. ~~other~~As ~~tasks~~of ~~required~~December 31, of2025 itand by2024, ~~the~~we ~~Clawback~~incurred ~~Policy~~$360,000 ~~(as~~and ~~defined~~$235,161, ~~below)~~respectively, ~~with~~in ~~the~~fees ~~assistance~~for these services. As of ~~Management~~December 31, 2025 and to2024, ~~the~~$30,000 ~~extent~~and ~~that~~$0, ~~our~~respectively, ~~securities~~were ~~continue~~included toin beaccrued ~~listed~~expenses onin anthe ~~exchange~~consolidated ~~and~~balance ~~subject~~sheets toof the ~~SEC~~financial ~~Clawback~~statements ~~Rule~~included elsewhere in this Report.

~~The~~Underwriting ~~charter~~Agreement also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisor and will be directly responsible for the appointment, compensation and oversight of the work of any such advisor. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other advisor, the Compensation Committee will consider the independence of each such advisor, including the factors required by the Nasdaq Rules and the SEC.

~~Director~~We ~~Nominations~~granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 Option Units to cover over-allotments, if any. On May 6, 2024, the Underwriters fully exercised their Over-Allotment Option.

WeThe doUnderwriters ~~not~~were ~~have~~paid a ~~standing~~cash ~~nominating~~underwriting ~~committee,~~discount ~~though~~of we$5,750,000 ~~intend to form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules~~(2.0% ~~In accordance with Rule 5605~~ of the ~~Nasdaq~~gross ~~Rules,~~proceeds ~~a majority~~ of the ~~independent~~Public ~~directors~~Units ~~may~~offered ~~recommend~~in ~~a director nominee for selection by~~ the ~~Board.~~Initial ~~The~~Public ~~Board~~Offering ~~believes~~(including ~~that~~ the ~~independent~~Option ~~directors~~Units)). ~~can~~In ~~satisfactorily~~addition, ~~carry out~~ the ~~responsibility~~Underwriters ofagreed ~~properly~~to ~~selecting~~reimburse orus ~~approving~~for ~~director~~certain ~~nominees~~expenses ~~without~~in ~~the~~connection ~~formation~~with ~~of a standing nominating committee. The directors who will participate in~~ the ~~consideration~~Initial ~~and~~Public ~~recommendation of director nominees will initially be Messrs~~Offering. ~~Murphy~~On ~~and Sherman~~May 6, ~~and upon selection of an additional independent director~~2024, ~~will~~we ~~include~~received ~~such~~a ~~additional~~reimbursement ~~director.~~from ~~In accordance with Rule 5605 of~~ the ~~Nasdaq~~Underwriters ~~Rules, each~~ of ~~Messrs. Murphy and Sherman is independent. As there is no standing nominating committee~~$1,808,750 weat dothe ~~not~~Initial ~~have~~Public ~~a nominating committee charter in place~~Offering.

WeAdditionally, ~~have~~the ~~not~~Underwriters ~~formally~~are ~~established~~entitled ~~any~~to ~~specific,~~the ~~minimum~~Deferred ~~qualifications~~Fee ~~that~~of ~~must~~3.50% beof ~~met~~the orgross ~~skills~~proceeds ~~that~~of ~~are~~the ~~necessary~~base ~~for~~Initial ~~directors~~Public toOffering ~~possess.~~held ~~In general,~~ in ~~identifying~~the ~~and~~Trust ~~evaluating nominees for director~~Account, ~~our~~which ~~Board~~equates ~~considers~~to ~~educational background~~$10,062,500 ~~diversity~~in ofthe ~~professional~~aggregate ~~experience,~~following ~~knowledge~~the offull ~~our~~exercise ~~business,~~of ~~integrity,~~the ~~professional~~Over-Allotment ~~reputation,~~Option ~~independence, wisdom,~~ and ~~the~~is ~~ability~~payable to ~~represent~~ the ~~best~~Underwriters ~~interests~~upon ofthe ~~our~~completion ~~shareholders.~~of ~~Prior~~the ~~to our~~ initial Business Combination, ~~holders~~subject ofto ~~our~~the ~~Public~~terms ~~Shares~~of ~~will not have~~ the ~~right~~Underwriting ~~to recommend director candidates for nomination to our Board~~Agreement.

~~Code~~35 ~~of Ethics~~

WeAdvisory ~~have~~Agreement adopted a Code of Business Conduct and Ethics, applicable to our directors, officers and employees (the “Code of Ethics”). A copy of the Code of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

~~The~~On ~~foregoing~~June 4, ~~description~~2025, ofwe entered into an advisory agreement (the ~~Code~~“Advisory Agreement”) with Citigroup Global Markets Inc., representative of ~~Ethics~~the ~~does~~Underwriters ~~not~~(the ~~purport~~“Advisor”), to beprovide ~~complete~~capital ~~and~~market isadvisory ~~qualified~~services in ~~its~~connection ~~entirety~~with bythe completion of a Business Combination with an identified target, PlusAI. If the ~~terms~~Plus ~~and~~AI ~~conditions~~Business Combination is consummated, the Advisor will be entitled to a cash fee of $7,000,000 (the ~~Code~~“Fee”), payable at the closing of ~~Ethics~~the Business Combination. At the discretion of our Company and PlusAI, aour ~~copy~~Company and PlusAI in their sole discretion may pay up to an additional $3,000,000 fee in connection with the Advisor’s performance. The Advisor is also entitled to reimbursement of ~~which~~reasonable incurred expenses that shall not exceed $500,000 without our prior written consent. If the fee in connection with the Advisory Agreement is ~~attached~~paid, asthe ~~Exhibit~~Advisor 14waives its right to its portion of the ~~Report~~Deferred ~~and~~Fee pursuant to the Underwriting Agreement. As the Fee is ~~incorporated~~contingent ~~herein~~on bythe ~~reference~~closing of a Business Combination that is not considered probable as of December 31, 2025, no expense has been recorded.

~~Trading~~Registration ~~Policies~~Rights Agreement

OnThe ~~May~~holders of the (i) 1,Founder ~~2024~~Shares, we(ii) Private ~~adopted~~Placement ~~insider~~Units ~~trading~~and ~~policies~~(iii) WCL Conversion Units, if any (and ~~procedures~~in ~~governing~~each ~~the~~case ~~purchase~~holders of their underlying securities, ~~sale~~as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, ~~and/or~~requiring ~~other~~us ~~dispositions~~to ofregister ~~our~~such securities byfor ~~directors,~~resale ~~officers~~(in ~~and~~the ~~employees~~case of the Founder Shares, ~~which~~only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are ~~reasonably~~entitled ~~designed~~to make up to ~~promote~~three ~~compliance~~demands, ~~with~~excluding ~~insider~~short ~~trading~~form ~~laws~~demands, ~~rules~~that ~~and~~we ~~regulations~~register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the ~~applicable~~Securities ~~Nasdaq~~Act. ~~Rules~~We (will bear the ~~“Insider~~expenses ~~Trading~~incurred ~~Policy”)~~in connection with the filing of any such registration statements.

35Letter Agreement

~~Table~~Our ofSponsor, ~~Contents~~directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.

~~The~~Additionally, ~~foregoing~~pursuant ~~description~~to of the ~~Insider~~Letter ~~Trading~~Agreement, ~~Policy~~our ~~does~~Sponsor, directors and officers will not ~~purport~~propose any amendment to beour ~~complete~~Amended and isRestated ~~qualified~~Articles to modify (i) the substance or timing of our obligation to allow redemption in ~~its~~connection ~~entirety~~with byour ~~the~~initial ~~terms~~Business ~~and~~Combination ~~conditions~~or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the ~~Insider~~Combination ~~Trading~~Period ~~Policy~~or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, aunless ~~copy~~we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of ~~which~~any issuch ~~attached~~amendment asat ~~Exhibit~~a 19per-share price, payable in cash, equal to ~~this~~the ~~Report~~aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and isnot ~~incorporated~~previously ~~herein~~released to us to pay our taxes, divided by ~~reference~~the number of then outstanding Public Shares.

~~Compensation~~Director ~~Recovery~~Agreements ~~and Clawback Policy~~

~~Under~~On ~~the~~July 30, ~~Sarbanes-Oxley Act~~2025, inwe entered into the ~~event~~Director Agreements with each of ~~misconduct~~our ~~that~~three ~~results~~independent indirectors, apursuant ~~financial~~to ~~restatement~~which, ~~that~~in ~~would~~connection ~~have~~with ~~reduced~~each adirector’s ~~previously~~continuing ~~paid~~service ~~incentive~~as ~~amount~~our director, we ~~can~~agreed ~~recoup~~to ~~those~~pay ~~improper~~each ~~payments~~director ~~from~~a ~~our~~cash ~~executive~~compensation ~~officers.~~of ~~The~~$75,000 ~~SEC~~per ~~has~~annum, ~~also~~beginning ~~adopted~~on the ~~SEC~~later ~~Clawback~~of ~~Rule~~their ~~that~~date ~~directs~~of ~~national~~appointment ~~stock~~and ~~exchanges~~April 1, to2025. ~~require~~For ~~listed~~the ~~companies~~year toended ~~implement~~December 31, ~~policies~~2025, ~~intended~~we toincurred ~~recoup~~$165,000 ~~bonuses~~in ~~paid~~fees related to ~~executives~~the ifDirector ~~the~~Agreements. ~~company~~As of December 31, 2025, $56,250 is ~~found~~included toin ~~have~~accrued ~~misstated~~expenses ~~its~~within the consolidated balance sheet of the financial ~~results~~statements included elsewhere in this Report. For the year ended December 31, 2024, we did not incur any fees related to the Director Agreements.

OnLegal May 1, 2024, our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply with the final Clawback rules adopted by the SEC under the Rule, and ~~the~~Due ~~Nasdaq~~Diligence ~~Rules,~~Fees ~~as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq Clawback Rules”).~~

~~The~~On ~~Clawback~~April 22, ~~Policy~~2025, ~~provides~~we ~~for~~entered ~~the~~into ~~mandatory~~an ~~recovery~~agreement offor ~~erroneously~~legal ~~awarded~~services. ~~incentive-based~~All ~~compensation~~fees ~~from~~related ~~our~~to ~~current~~the ~~and~~agreement ~~former~~are ~~executive~~contingent ~~officers~~upon asthe ~~defined~~completion inof ~~the~~a ~~SEC~~Business ~~Clawback~~Combination. ~~Rule~~Upon ~~(“Covered~~the ~~Officers”)~~completion inof the ~~event~~Business ~~that~~Combination, wein ~~are~~addition ~~required~~ to ~~prepare~~payment anof ~~accounting~~incurred ~~restatement~~fees, inwe ~~accordance~~will ~~with~~pay ~~the~~a ~~Nasdaq~~premium ~~Clawback~~ranging ~~Rules.~~from ~~The~~50% ~~recovery~~to of100% ~~such compensation applies regardless~~ of ~~whether~~the afees ~~Covered~~incurred, ~~Officer~~with ~~engaged~~the inpercentage ~~misconduct~~paid orto ~~otherwise~~be ~~caused~~determined orat ~~contributed~~our todiscretion. ~~the~~As ~~requirement~~ of anDecember 31, ~~accounting~~2025, ~~restatement.~~we ~~Under~~had ~~the~~incurred ~~Clawback~~approximately ~~Policy~~$3,420,000 ~~our Board~~ of ~~Directors~~fees ~~may~~in ~~recoup~~connection ~~from~~with ~~the~~such ~~Covered~~agreement. ~~Officers~~These ~~erroneously~~fees ~~awarded~~are ~~incentive~~not ~~compensation~~reflected ~~received~~in ~~within~~the aconsolidated ~~lookback~~financial ~~period~~statements ofincluded ~~the~~elsewhere ~~three~~in ~~completed~~this ~~fiscal~~Report ~~years~~and ~~preceding~~will ~~the~~be ~~date~~recorded onwhen ~~which~~the weBusiness ~~are~~Combination ~~required~~is toconsidered ~~prepare an accounting restatement~~probable.

On May 2, 2025, we entered into an agreement for due diligence services. The ~~foregoing~~total ~~description~~fee ofrelated to the ~~Clawback~~due ~~Policy~~diligence ~~does~~services ~~not~~was ~~purport~~$1,050,000, toof bewhich ~~complete~~$900,000 ~~and~~was ispaid ~~qualified~~and included in ~~its~~the ~~entirety~~consolidated bystatements of operations of the ~~terms~~consolidated financial statements included elsewhere in this Report. The remaining $150,000 is subject to customer satisfaction and ~~conditions~~due ofupon the ~~Clawback~~consummation ~~Policy,~~of a ~~copy~~Business ofCombination. ~~which~~The isremaining ~~attached~~amount asis ~~Exhibit~~not 97reflected toin the ~~Report~~consolidated ~~and~~financial isstatements ~~incorporated~~included ~~herein~~elsewhere byin ~~reference~~this Report.

~~Item~~36 ~~11. Executive Compensation.~~

~~out-of-pocket~~Critical Accounting Estimates and Standards

WeThe ~~are~~preparation ~~not~~of ~~prohibited~~the ~~from~~consolidated ~~paying~~financial ~~any~~statements ~~fees~~and ~~(including~~notes ~~advisory~~thereto ~~fees),~~included ~~reimbursements~~elsewhere orin ~~cash~~this ~~payments~~Report in conformity with GAAP requires Management to ~~our~~make ~~Sponsor,~~estimates ~~officers~~and orassumptions ~~directors,~~that oraffect ~~our~~the orreported ~~their~~amounts ~~affiliates~~of assets and liabilities, ~~for~~income ~~services~~and ~~rendered~~expenses, toand usthe ~~prior~~disclosure toof orcontingent assets and liabilities, in ~~connection~~our ~~with~~consolidated financial statements. These accounting estimates require the ~~completion~~use of ~~our~~assumptions ~~initial~~about ~~Business Combination~~matters, ~~including~~some of which are highly uncertain at the ~~following~~time ~~payments~~of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, ~~all~~the results of which form the basis for making judgments, ifand ~~made~~we ~~prior~~evaluate tothese estimates on an ongoing basis. To the ~~completion~~extent ofactual ~~our~~experience ~~initial~~differs ~~Business~~from ~~Combination~~the assumptions used, ~~will~~our consolidated financial statements and notes thereto included elsewhere in this Report could be ~~paid~~materially ~~from~~affected. ~~(i) funds~~We ~~held~~believe ~~outside~~that the ~~Trust~~following ~~Account~~accounting orpolicies ~~(ii)~~involve a higher degree of judgment and complexity. As of December ~~Permitted~~31, ~~Withdrawals:~~2025, we did not have any critical accounting estimates to be disclosed.

•Recent ~~repayment~~Accounting ofStandards ~~up to an aggregate of $600,000 in loans made to us by our Sponsor to cover IPO-related and organizational expenses;~~

•In ~~reimbursement~~May to2025, ~~our~~the ~~Sponsor~~FASB orissued anASU ~~affiliate~~2025-03, ~~thereof~~“Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in anthe ~~amount~~Acquisition ~~equal~~of a Variable Interest Entity” (“ASU 2025-03”). ASU 2025-03 changes how companies determine the accounting acquirer in certain Business Combinations involving variable interest entities. The new guidance requires considering the factors used for other acquisition transactions to ~~$30,000~~assess ~~per~~which ~~month~~party is the accounting acquirer. ASU 2025-03 is effective for ~~office~~our ~~space~~annual reporting periods beginning on January 1, ~~utilities~~2027. ~~and~~Early ~~secretarial~~adoption ~~and~~is ~~administrative~~permitted. ~~support~~We ~~made~~early ~~available~~adopted toASU ~~us;~~2025-03 on July 1, 2025. ASU 2025-03 impacts the accounting for the PlusAI Business Combination.

•Management atdoes ~~the~~not ~~closing~~believe ofthat ~~our~~there ~~initial~~are ~~Business~~any ~~Combination,~~other ~~payment~~recently ofissued, abut ~~finder’s~~not ~~fee~~yet effective, ~~advisory~~accounting ~~fee~~standards, ~~consulting~~which, ~~fee~~if orcurrently ~~success~~adopted, ~~fee~~would ~~for~~have ~~any~~a ~~services~~material ~~they~~effect ~~render~~on inthe ~~order~~consolidated tofinancial ~~effectuate~~statements ~~the~~and ~~completion~~notes ofthereto ~~our~~included ~~initial~~elsewhere ~~Business~~in ~~Combination;~~this Report.

36Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

~~Table~~We are a smaller reporting company as defined by Rule 12b-2 of ~~Contents~~the Exchange Act and are not required to provide the information otherwise required under this Item.

•Item 8. ~~reimbursement~~Financial ~~for~~Statements ~~any out-of-pocket expenses related to identifying, investigating~~ and ~~completing~~Supplementary anData. ~~initial Business Combination; and~~

•Reference ~~repayment~~is ~~of loans which may be~~ made ~~by our Sponsor or an affiliate of our Sponsor or our officers and directors~~ to ~~finance~~pages ~~transaction costs in connection with an intended initial Business Combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $~~F-1~~,500,000~~ ofthrough ~~such~~F-19 ~~loans~~comprising ~~may be convertible into Private Placement Units, at~~ a ~~price~~portion of ~~$10.00~~this ~~per~~Report, ~~unit~~which atare ~~the~~incorporated ~~option~~herein ofby ~~the lender~~reference.

~~After the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees from the combined company~~Item 9. ~~All~~Changes ~~of these fees will be fully disclosed to shareholders, to the extent then known,~~ in ~~the~~and ~~proxy~~Disagreements ~~solicitation materials or tender offer documents (as applicable) furnished to our shareholders in connection~~ with aAccountants ~~proposed Business Combination. We have not established any limit~~ on ~~the~~Accounting amount of such fees that may be paid by the combined company to our directors or members of Management. It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining officer and ~~director~~Financial ~~compensation~~Disclosure. ~~Any compensation to be paid to our officers will be determined, or recommended to the Board of Directors for determination, by the Compensation Committee.~~

We do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business CombinationNone. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

37Item 9A. Controls and Procedures.

~~Table~~Evaluation of ~~Contents~~Disclosure Controls and Procedures

~~Item~~Disclosure 12controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. ~~Security~~ ~~Ownership~~Disclosure controls and procedures are also designed with the objective of ~~Certain~~ensuring ~~Beneficial~~that ~~Owners~~such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and ~~Related~~with ~~Stockholder~~the ~~Matters~~participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31, 2025.

~~The~~37 following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 28, 2025 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

•We ~~each~~do ~~person~~not ~~known~~expect bythat usour todisclosure becontrols and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~beneficial~~objectives ~~owner~~of the disclosure controls and procedures are met. Further, the design of ~~more~~disclosure ~~than~~controls 5%and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our ~~outstanding~~control ~~Ordinary~~deficiencies ~~Shares;~~and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

•Management’s ~~each~~Annual ofReport ~~our~~on ~~executive~~Internal ~~officers~~Control ~~and~~over ~~directors~~Financial ~~that~~Reporting ~~beneficially owns our Ordinary Shares; and~~

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial

•reporting ~~all our executive officers and directors as a group.~~

is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

~~In the table below, percentage ownership is based on 36,662,500 shares of our Ordinary Shares, consisting of~~ (i1) ~~29,475,000~~pertain ~~Class A~~to ~~Ordinary~~the ~~Shares~~maintenance ~~and~~of ~~(ii)~~records 7that,~~187,500~~ ~~Class B~~in ~~Ordinary~~reasonable ~~Shares~~detail, ~~issued~~accurately and ~~outstanding~~fairly asreflect ~~of March 28, 2025. On all matters to be voted upon, except for~~ the ~~election~~transactions ofand ~~directors~~dispositions of the ~~Board,~~assets ~~holders~~ of ~~the~~our ~~Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class~~Company, ~~unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.~~

~~Unless~~(2) ~~otherwise~~provide ~~indicated,~~reasonable weassurance ~~believe~~ that ~~all~~transactions ~~persons~~are ~~named~~recorded inas ~~the~~necessary ~~table~~to ~~have~~permit ~~sole~~preparation ~~voting~~of ~~and~~consolidated ~~investment~~financial ~~power~~statements ~~with~~in ~~respect~~accordance towith ~~all~~GAAP, ~~Ordinary~~and ~~Shares~~that ~~beneficially~~our ~~owned~~receipts byand ~~them.~~expenditures ~~The~~are ~~following~~being ~~table~~made ~~does~~only ~~not~~in ~~reflect~~accordance ~~record~~with orauthorizations ~~beneficial ownership~~ of ~~the~~our ~~Private~~Management ~~Placement~~and ~~Warrants~~directors, ~~as those Private Placement Warrants are not exercisable within 60 days of the date of this Report.~~ and

38(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

~~Table~~Because of ~~Contents~~its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making these assessments, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, Management determined that we maintained effective internal control over financial reporting as of December 31, 2025.

	Class A Ordinary Shares					Class B Ordinary Shares					Approximate
Name and Address of Beneficial Owner (1)	Number ofSharesBeneficiallyOwned		ApproximatePercentageof Class			Number ofSharesBeneficiallyOwned		ApproximatePercentageof Class			Percentageof TotalOutstandingOrdinaryShares
Churchill Sponsor IX LLC (2)		725,000		2.46	%		7,187,500		100	%		21.6	%
Michael Klein (2)		725,000		2.46	%		7,187,500		100	%		21.6	%
Jay Taragin		—		—			—		—			—
Stephen Murphy		—		—			—		—			—
William Sherman		—		—			—		—			—
All directors and executive officers as a group (four (4) individuals)		725,000		2.46	%		7,187,500		100	%		21.6	%
Other 5% Shareholders
Empyrean Capital Partners, LP (3)		2,900,000		9.84	%		—		—			7.91	%
Fort Baker Capital Management LP (4)		2,874,000		9.75	%		—		—			7.84	%
Magnetar Financial LLC (5)		2,450,250		8.31	%		—		—			6.68	%
Sculptor Capital LP (6)		1,900,000		6.45	%		—		—			5.18	%
Barclays PLC (7)		1,855,669		6.30	%		—		—			5.06	%

This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

~~(1)~~Changes ~~Unless~~in ~~otherwise~~Internal ~~noted,~~Control ~~the~~over ~~principal~~Financial ~~business~~Reporting ~~address of each of the following entities or individuals is c/o Churchill Capital Corp IX, 640 Fifth Avenue, 14th Floor, New York, NY 10019.~~

~~(2)~~There ~~Michael~~have ~~Klein~~been isno ~~the~~changes ~~controlling~~to ~~shareholder~~our ofinternal M.control ~~Klein~~over ~~Associates,~~financial ~~Inc.,~~reporting ~~which~~during is the ~~managing~~quarterly ~~member~~period ofended ~~Churchill~~December 31, ~~Sponsor~~2025 IXthat ~~LLC.~~materially ~~The~~affected, ~~securities~~or ~~beneficially~~are ~~owned~~reasonably bylikely ~~Churchill~~to ~~Sponsor~~materially IXaffect, ~~LLC~~our ~~may~~internal ~~also~~control beover ~~deemed~~financial ~~to be beneficially owned by Mr~~reporting. ~~Klein.~~

(3) According to a Schedule 13G/A filed with the SEC on February 14, 2025, Empyrean Capital Partners, LP (“ECP”), a Delaware limited partnership, serves as investment manager to Empyrean Capital Overseas Master Fund, LtdItem 9B. ~~(“ECOMF”),~~Other ~~a Cayman Islands exempted company, and as such may be deemed to have beneficial ownership of the Class A Ordinary Shares directly held by ECOMF~~Information. Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, may be deemed to have beneficial ownership of the shares directly held by ECOMF. The address of the business office of each of the reporting persons is c/o Empyrean Capital Partners, L.P., 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

~~(4)~~Trading ~~According~~Arrangements to a Schedule 13G filed with the SEC on November 14, 2024, Fort Baker Capital Management LP directly holds 2,874,000 Class A Ordinary Shares. Steven Patrick Pigott acts as Limited Partner/Chief Investment Officer for Fort Baker Capital Management LP. Fort Baker Capital, LLC acts as General Partner for Fort Baker Capital Management LP. Each of Mr. Pigott and Fort Baker Capital, LLC may be deemed to have beneficial ownership of the shares directly held by Fort Baker Capital Management LP. Each also disclaims beneficial ownership of the securities reported herein except to the extent of that person’s pecuniary interest therein. The principal business address of each reporting persons is 700 Larkspur Landing Circle, Suite 275, Larkspur, CA 94939.

During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined

(5) According to a Schedule 13G filed with the SEC on November 6, 2024, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman beneficially owned 2,450,250 Class A Ordinary Shares. The amount consists of: (A) 643,500 shares held for the account of Constellation Master Fund; (B) 470,250 shares held for the account of Lake Credit Fund; (C) 445,500 shares held for the account of Structured Credit Fund; (D) 396,000 shares held for the account of Xing He Master Fund; (E) 272,250 shares held for the account of Alpha Star Fund; (F) 24,750 shares held for the account of Capital Master Fund; and (G) 198,000 shares held for the account of SC Fund. The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.in

Item 408(a) of Regulation S-K.

~~(6)~~Additional ~~According~~Information to a Schedule 13G/A filed with the SEC on November 14, 2024, Sculptor Capital LP (“Sculptor”), a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts (collectively, the “Accounts”), and thus may be deemed beneficial owners of the Class A Ordinary Shares in the Accounts managed by Sculptor. Sculptor Capital Holding Corporation (“SCHC”), a Delaware corporation, serves as the general partner of Sculptor. As such, SCHC may be deemed to control Sculptor and, therefore, may be deemed to be the beneficial owner of the Class A Ordinary Shares owned by Sculptor. Sculptor Capital Management, Inc. (“SCU”), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC. As such, SCU may be deemed to be the beneficial owner of the Class A Ordinary Shares owned by Sculptor. The principal business address of each reporting persons is 9 West 57th Street, New York, New York 10019.

~~(7) According to a Schedule 13G/A filed with the SEC on March 21, 2025 by Barclays Bank PLC, a public limited company of the United Kingdom (“Barclays”)~~None. ~~The address of the principal business office of Barclays is 1 Churchill Place, London E14 5HP, United Kingdom.~~

39Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

~~Table~~Not ofapplicable. ~~Contents~~

~~Securities~~38 ~~Authorized for Issuance under Equity Compensation Plans~~

~~None.~~Table of Contents

~~Changes~~PART inIII ~~Control~~

~~None~~Item 10. Directors, Executive Officers and Corporate Governance.

~~Item~~Directors ~~13. Certain Relationships~~ and ~~Related~~Executive ~~Transactions,~~Officers ~~and Director Independence.~~

~~Certain~~As ~~Relationships~~of the date of this Report, our directors and ~~Related~~officers ~~Transactions~~are as follows:

On December 18, 2023, our Sponsor acquired an aggregate of 7,187,500 Founder Shares, for approximately $0.003 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding Ordinary Shares upon completion of the Initial Public Offering (not including the Class A Ordinary Shares underlying the Private Placement Units). The Founder Shares (including the Class A Ordinary Shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.


Name	Age		Position
Michael Klein		62	Chief Executive Officer, President and Chairman of the Board of Directors
Jay Taragin		59	Chief Financial Officer
Stephen Murphy		62	Director
William Sherman		62	Director
Paul D. Lapping		63	Director

Our Sponsor purchased an aggregate of 725,000 Private Placement Units, at a price of $10.00 per unit, for an aggregate purchase price of $7,250,000, in the Private Placement. Each Private Placement Warrant contained in the Private Placement Units is exercisable to purchase one whole Class A Ordinary Share at a price of $11.50 per share. The ~~Private~~experience ~~Placement Warrants will become exercisable 30 days after the completion~~ of our ~~initial~~directors Business Combination. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial Business Combination. The Private Placement Warrants will be non-redeemable and ~~exercisable~~executive ~~for~~officers ~~cash~~is oras onfollows: ~~a “cashless basis.” The Private Placement Warrants will not expire except upon liquidation.~~

IfMichael any of our officers or directors becomes aware of a Business Combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Klein

has been our Chief Executive Officer, President and the Chairman of the Board since December 2023. Mr. Klein has also been the Chief Executive Officer, President and Chairman of Churchill Capital Corp X since January 2024 and the Chief Executive Officer, President and Chairman of Churchill Capital Corp XI since June 2025. Mr. Klein was the co-founder and Chairman of Churchill Capital Corp, a blank check company formed in 2018. Churchill Capital Corp merged with Clarivate Analytics in May 2019. Mr. Klein served as a member of the board of directors of Clarivate Plc from May 2019 until October 2020. Mr. Klein was the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp II, a blank check company formed in 2019. Churchill Capital Corp II merged with Skillsoft Corp. in June 2021, and Mr. Klein currently serves on the board of directors of Skillsoft Corp. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp III, a blank check company formed in 2019. Churchill Capital Corp III merged with Claritev Inc. (f/k/a MultiPlan, Inc.), in October 2020, and Mr. Klein currently serves on the board of directors of Claritev. Mr. Klein was also the founder, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp IV, a blank check company formed in 2020. Churchill Capital Corp IV merged with Lucid Group, Inc. in July 2021. Mr. Klein was also previously the Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp V, a blank check company whose sponsor is an affiliate of MKA, from its initial public offering until November 2023, Chief Executive Officer, President and Chairman of the Board of Directors of Churchill Capital Corp VI, a blank check company whose sponsor is an affiliate of MKA, from its initial public offering until December 2023 and Churchill Capital Corp VII, a blank check company whose sponsor is an affiliate of MKA, until August 2024.

~~Commencing~~Mr. Klein onfounded ~~May 2~~and became Chief Executive Officer and Chairman of the Board of Directors of AltC Acquisition Corp., ~~2024~~a blank check company formed in 2021. AltC Acquisition Corp. merged with Oklo, weInc. ~~reimburse~~in ~~Sponsor~~July or2023. anMr. Klein ~~affiliate~~currently ~~thereof~~serves as a member of the board of directors of Oklo Inc. Mr. Klein is the founder and managing partner of M. Klein and Company, LLC, which he founded in an2012. ~~amount~~M. ~~equal~~Klein and Company, LLC is a global strategic advisory firm that provides its clients with a variety of advice tailored to $their objectives. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career,~~000~~ ~~per~~including ~~month~~more ~~for~~than ~~office~~two ~~space~~decades at Citi and its predecessors, ~~utilities~~during which he initiated and ~~secretarial~~executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and ~~administrative~~subsequently ~~support~~became ~~made~~Chairman ~~available~~and toCo-Chief usExecutive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. ~~Upon~~Mr. Klein ~~completion~~is a graduate of ~~our~~The ~~initial~~Wharton ~~Business~~School ~~Combination~~of orthe University of Pennsylvania, where he earned his Bachelor of Science in Economics with concentrations in finance and accounting. Mr. Klein was selected to serve on our ~~liquidation~~Board of Directors due to his significant investment banking and advisory experience, weas ~~will~~well ~~cease~~as ~~paying~~his ~~these~~experience ~~monthly~~with ~~fees~~SPACs.

~~Prior~~Jay toTaragin or in connection with the completion of our initial Business Combination, there may be payment by the Company to our Sponsor, officers or directors, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be paid from (i) funds held outside the Trust Account or (ii) Permitted Withdrawals.

has served as our Chief Financial Officer since December 2023. Mr. Taragin has also been the Chief Financial Officer of Churchill Capital Corp X since February 2024 and the Chief Financial Officer of Churchill Capital Corp XI since June 2025. Mr. Taragin is also the Chief Financial Officer of MKA which he joined in May 2019. He was previously the Chief Financial Officer of Churchill Capital Corp III and Churchill Capital Corp IV, until they completed their respective business combinations. He was also previously the Chief Financial Officer of Churchill Capital Corp V from its initial public offering until November 2023, the Chief Financial Officer of Churchill Capital Corp VI from its initial public offering until December 2023, the Chief Financial Officer of AltC Acquisition Corp from its initial public offering until May 2024 and the Chief Financial Officer of Churchill Capital Corp VII from its initial public offering until August 2024. Prior to joining MKA, Mr. Taragin served as the U.S. Scotiabank Chief Financial Officer from

~~Our~~39 Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit Committee reviews on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account, including Permitted Withdrawals.

~~There~~Table ~~is no cap or ceiling on the reimbursement~~ of ~~out-of-pocket expenses incurred by such persons in connection with activities on our behalf.~~ Contents

2013 to 2017. Prior to Scotiabank, Mr. Taragin held a Chief Operating and Financial Officer role from 2009 to 2012 at Fundcore Finance Group LLC and held a variety of senior finance and audit roles at Merrill Lynch & Company from 1993 to 2009. In addition, Mr. Taragin worked at Credit Suisse and PricewaterhouseCoopers as a senior auditor and accountant. Mr. Taragin is a certified public

40accountant

and holds a master’s degree in business administration from New York University Stern School of Business and a bachelor’s degree from Yeshiva University.

~~Table~~Stephen ~~of Contents~~Murphy

has served as our director since May 2024. He previously served as a Director of Churchill Capital Corp VI and VII from 2021 until 2023. Mr. Murphy has also been a Director of Churchill Capital Corp X since August 2025. Since 2023, Mr. Murphy has served as the Co-Founding Partner of Merivel Capital Partners LLP, a boutique private placement group authorized by the UK FCA. Mr. Murphy has also served as the Co-Founder and Executive Chairman of Authentic Bespoke Limited, a boutique investment group, since 2017, and serves on the boards of all of its wholly-owned subsidiaries. Mr. Murphy has significant past investment banking, principal investing, and direct entrepreneurial experience across a wide range of industries and is actively involved in a number of international businesses at board levels. Mr. Murphy is an angel investor in various technology companies which are pursuing “green” or sustainable solutions. Mr. Murphy serves as a director of various companies related to Qalaa Holdings SAE, which is involved in energy and infrastructure investments in Egypt. Mr. Murphy has also served principally as either a company director or chairman of various luxury goods companies in the UK and Ireland. Mr. Murphy was trained as a financial analyst in New York starting in 1986 and ultimately was made head of Salomon Brothers International’s M&A Group in London. He went on to become a Managing Director of Citigroup International. As a Managing Director of Citigroup International, Mr. Murphy was involved in the evaluation and execution of private and public financings and capital raising. Mr. Murphy received an M.A. from University of Dublin Trinity College. Mr. Murphy was selected to serve on our Board of Directors due to his significant financial and leadership experience.

OnWilliam December 18, 2023, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. This loan was non-interest bearing and payable on the earlier of December 31, 2024, or the date on which the Company consummated the Initial Public Offering. As of December 31, 2024, there was no outstanding balance on the IPO Promissory Note. Sherman

has served as our director since July 2024. Since May 2025, he has served as a Director of Churchill Capital Corp X. Since December 2025, he has served as a Director of Churchill Capital Corp XI. He has served as the Executive Vice President and Chief Operating Officer of Nat Sherman Inc., a third-generation, family-owned tobacco company from 1991 to January 2017. During his time at Nat Sherman Inc., Mr. Sherman played a pivotal role in the growth of the brand, establishing it as a leading luxury product in its category. His responsibilities spanned operations, manufacturing oversight, product development, and international sales management. As a leader in small manufacturing, Mr. Sherman was actively involved in numerous industry boards. He was a vocal advocate on regulatory and legislative issues, ensuring that the industry’s interests were well represented. In 2017, Mr. Sherman successfully spearheaded the sale of Nat Sherman Inc. to Altria Group Inc., marking a significant milestone in Nat Sherman Inc.’s history. Following the sale, Mr. Sherman retired but remains actively engaged in various roles. He serves on the Statesmen Athletic Association board of Hobart and William Smith Colleges, his alma mater, and has dedicated himself to an array of investment and philanthropic efforts. Mr. Sherman received a Bachelor of Arts degree from Hobart and William Smith Colleges. Mr. Sherman was selected to serve on our Board of Directors due to his significant operational, financial and leadership experience.

InPaul addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or our officers and directors or their respective affiliates may, but are not obligated to, loan us funds as may be requiredD. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units and their underlying securities would be identical to the Private Placement Units. Except as set forth above, the terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Lapping

has served as our director since August 2025. Since August 2025, Mr. Lapping has also served as a Director of Churchill Capital Corp X. Mr. Lapping is the Manager of Jakal Investments, LLC, a private investment firm he founded in 2005. From January 2011 to October 2012, Mr. Lapping served as Chief Operating Officer of SuRo Capital Corp. Mr. Lapping previously served as a Director and Chief Financial Officer of New University Holdings Corp. from August 2010 to August 2011. From October 2009 to May 2011, Mr. Lapping was Chief Financial Officer, Treasurer, Secretary, and a Director of 57th Street General Acquisition Corp, a SPAC. Between 2007 and 2009, he served as Chief Financial Officer, Treasurer, and Secretary of Alternative Asset Management Acquisition Corp., also a SPAC. From 1995 to 2003, Mr. Lapping was a General Partner of Minotaur Partners II, L.P. and Merchant Partners, L.P., private equity partnerships focused on middle-market investments. From 1991 to 1995, Mr. Lapping led corporate development at Montgomery Ward Holding Corp., a diversified retail and direct marketing company. From 1988 to 1991, Mr. Lapping worked at Farley Industries, Inc., and its affiliated companies—including Fruit of the Loom, Inc., and West Point-Pepperell, Inc.—in corporate development and finance roles. Earlier in his career, Mr. Lapping worked with Golder, Thoma and Cressey, a private equity firm, and in the mergers and acquisitions group at Salomon Brothers Inc. Mr. Lapping is a Certified Public Accountant. He holds a Bachelor of Science degree from the University of Illinois and an M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Lapping was selected to serve on our Board of Directors due to his significant financial and leadership experience.

WeFamily ~~have~~Relationships agreed to indemnify our Sponsor and its members (present and former), managers and affiliates and their respective present and former officers and directors to the fullest extent permitted under applicable law from any claims made by us or a third party in respect of any investment opportunities sourced by them or any liability arising with respect to their activities in connection with our affairs, to the extent that such indemnification, hold harmless and exoneration obligations with respect to such matters are not expressly covered by a separate written agreement between us and any such party. Such indemnity will provide that the indemnified parties cannot access the funds held in our Trust Account.

~~After~~No ~~our~~family ~~initial~~relationships ~~Business~~exist ~~Combination,~~between ~~members of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with~~ any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials (as applicable) furnished to our shareholders. It is unlikely the amount of ~~such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider~~ our ~~initial Business Combination, as applicable, as it will be up to the~~ directors ofor ~~the post-combination business to determine~~ executive ~~and director compensation~~officers.

WeInvolvement ~~have~~in ~~entered~~Certain ~~into~~Legal ~~the~~Proceedings Registration Rights Agreement with respect to the Private Placement Units and their underlying securities, the units issuable upon conversion of Working Capital Loans (if any) and their underlying securities and the Class A Ordinary Shares issuable upon conversion of the Founder Shares.

41There are no material proceedings to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or integrity of any director or officer.

~~Table~~40 ~~of Contents~~

~~Director~~Table ~~Independence~~of Contents

SoNumber ~~long~~and asTerms ~~we maintain a listing for our securities on Nasdaq, a majority~~ of ~~our~~Office ~~Board~~ of ~~Directors~~Officers ~~generally~~and must be independent, subject to certain limited exceptions set forth under the Nasdaq Rules. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors has determined that each of Messrs. Murphy and Sherman is an “independent director” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Our Board of Directors is divided into three classes, with only one class of directors being elected in each year and each

Under the Nasdaq Rules and applicable SEC rules, we are required to have at least three members of the Audit Committee, all of whom must be independent, subject to the exception described below. We currently have two independent members of the Audit Committee. Pursuant to Nasdaq’s phase-in rules for newly listed companies, we have one year from the date on which we are first listed on Nasdaq to appoint a third independent director to our Audit Committee. clas

s (except for those directors appointed prior to our first annual general meeting, the 2025 AGM) serving a three-year term. The term of office of the first class of directors, consisting of Mr. Sherman, who was re-appointed in connection with the 2025 AGM, will expire at the fourth annual general meeting. The term of office of the second class of directors, consisting of Mr. Murphy, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Klein, will expire at the third annual general meeting. We may not hold another annual general meeting until after we consummate our initial Business Combination. In accordance with Nasdaq corporate governance requirements, we were not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Holders of our Founder Shares have the right to appoint and remove all of our directors prior to consummation of our initial Business Combination and our Public Shareholders do not have the right to vote on the appointment or removal of directors during such time. These provisions of our Amended and Restated Articles may only be amended if approved by a Special Resolution passed by a majority of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial Business Combination, two-thirds) of our Ordinary Shares voting at the applicable general meeting.

~~Item~~Approval ~~14. Principal~~of ~~Accountant~~our ~~Fees~~initial Business Combination will require the affirmative vote of a majority of our Board of Directors, which must include a majority of our independent directors and ~~Services~~each of the non-independent directors nominated by our Sponsor.

~~The~~Our ~~following~~officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our Amended and Restated Articles as it deems appropriate. Our Amended and Restated Articles provides that our officers may consist of any Chairman or co-Chairman of the Board, a

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