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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March 31~~ June 30, ~~2024~~ 2024

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

For the transition period from to

Commission File No. 001-41003

ONYX ACQUISITION CO. I

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1584432
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

104 5th Avenue

New York, New York 10011

(Address of Principal Executive Offices, including zip code)

(212) 974-2844

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	ONYXU	The Nasdaq Stock Market LLC
Class A Ordinary Shares	ONYX	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	ONYXW	The Nasdaq Stock Market LLC

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~May~~August 1613, 2024, 7,945,461 Class A ordinary shares and no Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”) issued and outstanding.

ONYX ACQUISITION CO. I Form 10-Q For the Quarter Ended ~~March~~June 3130, 2024

Table of Contents

		Page
Part I. Financial Information		1
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1
	Condensed Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023	1
	Unaudited Condensed Statements of Operations for the three months ended March 31, 2024 and 2023	2
	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2024 and 2023	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2024 and 2023	3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2024 and 2023	3
	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023	4
	Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2024 and 2023	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	2523
Item 4.	Controls and Procedures	2523
Part II. Other Information		2624
Item 1.	Legal Proceedings	2624
Item 1A.	Risk Factors	2624
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2725
Item 3.	Defaults Upon Senior Securities	2725
Item 4.	Mine Safety Disclosures	2725
Item 5.	Other Information	2725
Item 6.	Exhibits	2826
Part III. Signatures		2927

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ONYX ACQUISITION CO. I

CONDENSED BALANCE SHEETS

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current assets
Cash	$	526,~~744~~410		$	44,165
Prepaid expenses		2768,~~057~~199			95,950
Total Current Assets		3294,~~801~~609			140,115
Cash and marketable securities held in Trust Account		1415,~~954~~115,~~547~~511			22,316,346
TOTAL ASSETS	$	1415,~~987~~210,~~348~~120		$	22,456,461
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued offering costs and expenses	$	2,~~633~~490,~~843~~928		$	2,368,974
Promissory note - related party		1,~~435~~830,000			1,385,000
Total Current Liabilities		4,~~068~~320,~~843~~928			3,753,974
Deferred underwriting commissions		11,270,000			11,270,000
TOTAL LIABILITIES		15,~~338~~590,~~843~~928			15,023,974
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption, 1,332,961 and 2,011,826 shares at $11.22 and $11.09 redemption value at March 31, 2024 and December 31, 2023, respectively		14,954,547			22,316,346
Class A ordinary shares subject to possible redemption, 1,332,961 and 2,011,826 shares at $11.34 and $11.09 redemption value at June 30, 2024 and December 31, 2023, respectively		15,115,511			22,316,346
SHAREHOLDERS’ DEFICIT
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 6,612,500 shares issued and outstanding (excluding 1,332,961 and 2,011,826 shares subject to possible redemption) at March 31, 2024 and December 31, 2023, respectively		661			661
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 6,612,500 shares issued and outstanding (excluding 1,332,961 and 2,011,826 shares subject to possible redemption) at June 30, 2024 and December 31, 2023, respectively		661			661
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		—			—
Additional paid-in capital		—			—
Accumulated deficit		(15,~~306~~496,~~703~~980	)		(14,884,520	)
TOTAL SHAREHOLDERS’ DEFICIT		(15,~~306~~496,~~042~~319	)		(14,883,859	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1415,~~987~~210,~~348~~120		$	22,456,461

The accompanying notes are an integral part of these unaudited condensed financial statements.

ONYX ACQUISITION CO. I

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Operating costs	$	~~422~~190,~~183~~277		$	1316,~~040,836~~307		$	612,460		$	1,357,143
Loss from operations		(~~422~~190,~~183~~277	)		(1316,~~040,836~~307	)		(612,460	)		(1,357,143	)
Other income:
Other income (expense):
Interest earned on cash and marketable securities held in Trust Account		~~191~~160,~~242~~964			1544,~~299,066~~386			352,206			1,843,452
Unrealized gain on marketable securities		—			32(39,~~876~~651	)		—			(6,775	)
Total other income		191,242			1,331,942
Total other income (expense), net		160,964			504,735			352,206			1,836,677
Net (loss) income	$	(~~230~~29,~~941~~313	)	$	~~291~~188,~~106~~428		$	(260,254	)	$	479,534
Basic and diluted weighted average shares outstanding, Class A ordinary shares		1,~~541~~325,~~843~~501			104,~~634~~210,~~909~~028			1,437,402			7,404,720
Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.0300	)	$	0.02		$	(0.03	)	$	0.03
Basic and diluted weighted average shares outstanding, Class A ordinary shares (non-redeemable)		6,612,500			46,~~702~~612,~~222~~500			6,612,500			5,662,638
Basic and diluted net (loss) income per share, Class A ordinary shares (non-redeemable)	$	(0.03	)	$	0.02
Basic and diluted net income (loss) per share, Class A ordinary shares (non-redeemable)	$	(0.00	)	$	0.02		$	(0.03	)	$	0.03
Basic and diluted weighted average shares outstanding, Class B ordinary shares		—			~~1,910,278~~—			—			949,862
Basic and diluted net income per share, Class B ordinary shares	$	—		$	~~0.02~~—		$	—		$	0.03

The accompanying notes are an integral part of these unaudited condensed financial statements.

ONYX ACQUISITION CO. I

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR ~~THE~~ THE THREE AND SIX MONTHS ENDED ~~MARCH~~ 31JUNE 30, 2024

	Class A Ordinary Shares (non-redeemable)				Class A Ordinary Share				Class B Ordinary Share				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2024		6,612,500	$	661		—	$	—		—	$	—	$	—	$	(14,884,520	)	$	(14,883,859	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		—		—		—		(191,242	)		(191,242	)
Net loss		—		—		—		—		—		—		—		(230,941	)		(230,941	)
Balance as of March 31, 2024		6,612,500	$	661		—	$	—		—	$	—	$	—	$	(15,306,703	)	$	(15,306,042	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		—		—		—		(160,964	)		(160,964	)
Net loss		—		—		—		—		—		—		—		(29,313	)		(29,313	)
Balance as of June 30, 2024		6,612,500	$	661		—	$	—		—	$	—	$	—	$	(15,496,980	)	$	(15,496,319	)

FOR ~~THE~~ THE THREE AND SIX MONTHS ENDED ~~MARCH~~ 31JUNE 30, 2023

	Class A Ordinary Shares (non-redeemable)				Class A Ordinary Share				Class B Ordinary Share						Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance as of January 1, 2023		—	$	—		—	$	—		6,612,500		$	661		$	—	$	(11,912,145	)	$	(11,911,484	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		—			—			—		(1,571,942	)		(1,571,942	)
Conversion of Class B shares to Class A shares		6,612,500		661		—		—		(6,612,500	)		(661	)		—		—			—
Net income		—		—		—		—		—			—			—		291,106			291,106
Balance as of March 31, 2023		6,612,500	$	661		—	$	—		—		$	—		$	—	$	(13,192,981	)	$	(13,192,320	)
Accretion of Class A ordinary shares subject to possible redemption		—		—		—		—		—			—			—		(864,735	)		(864,735	)
Net income		—		—		—		—		—			—			—		188,428			188,428
Balance as of June 30, 2023		6,612,500	$	661		—	$	—		—		$	—		$	—	$	(13,869,288	)	$	(13,868,627	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

ONYX ACQUISITION CO. I

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(~~230~~260,~~941~~254	)	$	~~291~~479,~~106~~534
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(~~191~~352,~~242~~206	)		(1,~~299~~843,~~066~~452	)
Unrealized loss on marketable securities		—			(32,876	)
Unrealized gain on marketable securities		—			6,775
Changes in operating assets and liabilities:
Prepaid expenses		6827,~~893~~751			73209,~~388~~279
Accounts payable and accrued expenses		~~264~~121,~~869~~954			~~730~~835,~~597~~942
Net cash flows used in operating activities		(88462,~~421~~755	)		(~~236~~311,~~851~~922	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account in connection with redemption		7,553,041			230,611,860
Purchases of investments held in Trust Account		—			(240,000	)
Payments made for investments held in Trust Account		—			(600,000	)
Net cash flows provided by investing activities		7,553,041			230,~~371~~011,860
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable-related party		50445,000			~~300~~685,000
Redemption of ordinary shares		(7,553,041	)		(230,611,860	)
Net cash flows used in financing activities		(7,~~503~~108,041	)		(~~230~~229,~~311~~926,860	)
Net Change in Cash		(3817,~~421~~755	)		(~~176~~226,~~851~~922	)
Cash – Beginning of period		44,165			377,526
Cash – End of period	$	526,~~744~~410		$	~~200~~150,~~675~~604
Non-Cash investing and financing activities:
Accretion of Class A ordinary shares subject to possible redemption	$	~~191~~352,~~242~~206		$	12,~~571~~436,~~942~~677

The accompanying notes are an integral part of these unaudited condensed financial statements.

ONYX ACQUISITION CO. I

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JUNE ~~MARCH 31~~30, 2024

NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS

Organization and General

Onyx Acquisition Co. I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~March~~June 3130, 2024, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through June ~~March 31~~30, 2024 relates to the Company’s formation, initial public offering (“IPO”), which is described below, and the search for a target with which to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on a demand deposit held in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.

Sponsor and Financing

The Company’s sponsor is Onyx Acquisition Sponsor Co. LLC, a Cayman Islands limited liability company (the “Sponsor”).

On November 5, 2021, the Company consummated its IPO of 26,450,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “ Class A ordinary shares” and, shares thereof sold in the IPO, the “Public Shares”), and one-half of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $264,500,000.

Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 12,190,000 private placement warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $12,190,000. The Private Placement Warrants, which were purchased by the Sponsor and BTIG, LLC (“BTIG”), are identical to the Public Warrants, except that if held by the Sponsor or BTIG or their permitted transferees, they are, subject to certain limited exceptions, subject to transfer restrictions until 30 days following the consummation of the Company’s initial Business Combination. Additionally, the Private Placement Warrants held by BTIG are subject to the lock-up and registration rights limitations imposed by Financial Industry Regulatory Authority Rule 5110 and may not be exercised after five years from November 2, 2021.

Upon the closing of the IPO and the private placement, $269,790,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A ordinary shares sold in the IPO, at their redemption value of $10.20 per share.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the IPO and the simultaneous private placement, a total of $269,790,000, consisting of $10.20 per Unit sold in the IPO and a portion of the proceeds from the sale of the Private Placement Warrants, was placed in the Trust Account located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, in an interest bearing demand deposit account or in cash. Pursuant to an investment management trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the Company intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The IPO was not intended for persons seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares (the “Public Shareholders”) the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares; or (iii) absent the completing an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the Public Shareholders as part of the redemption of the Public Shares. If the Company does not invest the proceeds as discussed above, the Company may be deemed to be subject to the Investment Company Act. If the Company is deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the Company has not allotted funds and may hinder the ability to complete a Business Combination. If the Company has not consummated the initial Business Combination within the required time period, the Public Shareholders may receive only approximately $10.20 per Public Share, or less than such amount in certain circumstances, on the liquidation of the Trust Account, and the warrants will expire worthless. To avoid being considered an Investment Company, in November 2023, funds in the Trust Account were placed in a demand deposit account.

The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its 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 the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account.

The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 4). These Public Shares were classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Recent ~~Developments~~ Developments

On January 18, 2023, the Company issued a press release announcing that it is in advanced discussions with Helios Investment Partners about a potential business combination which would result in the creation of a new publicly listed energy transition infrastructure platform, Helios Energy Transition Infrastructure (“HETI”), focused on the development of natural gas and low-carbon energy infrastructure businesses and assets in Africa (the “Proposed Transaction”).

The Proposed Transaction is expected to be valued at an Enterprise Value of approximately $1 billion, and the Company is targeting completion of the merger in the second half of 2024. There is no binding agreement with respect to the Proposed Transaction, and negotiations remain subject to significant contingencies, including the completion of due diligence, the negotiation and execution of a mutually acceptable definitive agreement, confirmation and documentation of fully committed financing, and requisite shareholder approvals. There can be no assurances that the Company will successfully negotiate a definitive agreement, or that the Proposed Transaction will be consummated.

The Company will have only until November 5, 2024 to consummate an initial Business Combination (the “Combination Period”). If the Company fails to consummate an initial Business Combination during the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes, if any (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 liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period.

On January 26, 2023, the Company held an extraordinary general meeting of shareholders (the “First Extension Meeting”) at which the Company’s shareholders approved two proposals to amend the Company’s amended and restated memorandum and articles of association (the “Articles”). The first proposal extended the date by which the Company has to consummate a Business Combination from February 5, 2023 to August 7, 2023 (the “First Extension Amendment Proposal”). The second proposal removed the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in its initial public offering (including any shares issued in exchange thereof) to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). The Extension Amendment Proposal and Redemption Limitation Amendment Proposal are described in more detail in the definitive proxy statement of the Company, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2022 (the “Proxy Statement”), as supplemented to date.

Based on the results of the First Extension Meeting, the Sponsor agreed to contribute (each such contribution, a “Contribution”) into the trust account of the Company (such trust account, the “Trust Account”) the lesser of (x) an aggregate of $120,000 or (y) $0.035 per share for each public share that was not redeemed at the First Extension Meeting for each monthly period until August 7, 2023 (commencing on February 7, 2023 and ending on the 7th day of each subsequent month), or portion thereof, that is needed by the Company to complete its initial Business Combination.

The Sponsor and each member of the Company’s management team have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below), (ii) waive their redemption rights with respect to their Founder Shares and any Class A ordinary shares in connection with a shareholder vote to approve an amendment to the Company’s Articles (A) that would modify the substance or timing of the Company’s obligation to provide Public Shareholders the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of Public Shareholders and, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fail to complete the initial Business Combination within the prescribed time frame), and (iv) vote any Founder Shares held by them and any Public Shares purchased after the IPO (including in the open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party (other than the Company’s independent auditor) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

In connection with the approval of the First Extension Amendment Proposal, holders of 22,239,972 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.36 per share, for an aggregate redemption amount of $230,611,860. As a result, such amount was removed from the Trust Account on February 1, 2023 to pay the redeeming holders and 4,210,028 Class A ordinary shares were not redeemed. The remaining amount in the Trust Account immediately following the redemption payments was $42,927,964.

On January 26, 2023, in connection with the First Extension Meeting, the holders of the Company’s outstanding Class B ordinary shares (the “founder shares”) converted all of the founder shares into Class A ordinary shares. Notwithstanding the conversions, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A ordinary shares issued upon conversion of the founder shares.

On February 7, 2023, the Company issued a promissory note in the principal amount of up to $720,000 to the Sponsor (the “Extension Note”), evidencing the Company’s indebtedness with respect to the Contributions (the “Extension Loans”). The Extension Loans are unsecured and non-interest bearing, and will be repayable by the Company upon consummation of an initial Business Combination. If the Company does not consummate an initial Business Combination by November 5, 2024, the Extension Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

On July 21, 2023, the Company held an extraordinary general meeting of shareholders (the “Second Extension Meeting”) at which the Company’s shareholders approved a proposal to amend the Articles. The proposal amended the date by which the Company has to consummate a business combination from August 7, 2023 to February 7, 2024 (the “Second Extension Amendment Proposal”).

In connection with the Second Extension Meeting, holders of 2,198,202 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.83 per share, for an aggregate redemption amount of $23,802,065. As a result, such amount was removed from the Trust Account to pay such holders and 2,011,826 Class A ordinary shares and 6,612,500 converted founder shares were left outstanding for a total of 8,624,326 Class A ordinary shares outstanding. 7

In Onconnection ~~October~~with ~~24, 2023,~~ the ~~Company~~Second ~~received~~Extension aMeeting, ~~written~~holders ~~notice~~of ~~(the~~2,198,202 ~~“Round~~Class ~~Lot~~A ~~Notice”)~~ordinary ~~from~~shares ~~the~~exercised ~~Listing~~their ~~Qualifications~~right ~~Department~~to ofredeem ~~The~~their ~~Nasdaq~~shares for ~~Stock~~cash ~~Market~~at ~~LLC~~a ~~(the~~redemption ~~“Staff”)~~price ~~notifying~~of ~~the~~approximately ~~Company~~$10.83 ~~that~~per share, ~~since~~for ~~the~~an ~~Company’s~~aggregate ~~Form~~redemption ~~10-Q~~amount ~~for~~of ~~the~~$23,802,065. ~~period~~As ~~ended~~a ~~June 30~~result, ~~2023~~such amount ~~reported~~was ~~total~~removed ~~holders~~from ~~below~~ the ~~round~~Trust ~~lot~~Account ~~holder~~to ~~requirement~~pay ~~under~~such ~~Nasdaq~~holders ~~Listing~~and ~~Rule 5450(a)(~~2),011,826 ~~the~~Class ~~Company~~A noordinary ~~longer~~shares ~~complies~~and ~~with Nasdaq’s Listing Rules. On December 7~~6, ~~2023~~612,500 ~~the~~converted ~~Listing~~founder ~~Qualifications~~shares were ~~Department~~left ofoutstanding ~~the~~for ~~Nasdaq~~a ~~granted~~total ~~the~~of ~~Company~~8,624,326 anClass ~~extension~~A toordinary ~~regain~~shares ~~compliance with Nasdaq Listing Rule 5450(a)(2) on or before April 22, 2024~~outstanding.

On October ~~November 3~~24, 2023, the Company ~~amended~~received ~~and~~a ~~restated~~written ~~the~~notice ~~Extension Note~~ (~~hereinafter,~~ the “~~Restated~~Round ~~Note~~Lot Notice”) ~~increasing~~from the ~~aggregate~~Listing ~~principal~~Qualifications ~~amount~~Department of ~~to $1,470,000.~~ The ~~Restated~~Nasdaq ~~Note~~Stock ~~may~~Market beLLC ~~drawn~~(the ~~down~~“Staff”) bynotifying the Company ~~from~~that, ~~time~~since ~~to time prior to~~ the ~~consummation~~Company’s ofForm an10-Q ~~initial~~for ~~Business~~the ~~Combination.~~period ended ~~The~~June ~~Restated~~30, ~~Note~~2023 ~~does~~reported ~~not~~total ~~bear~~holders ~~interest,~~below ~~matures on~~ the ~~date~~round oflot ~~consummation~~holder ofrequirement anunder ~~initial~~Nasdaq ~~Business~~Listing ~~Combination~~Rule ~~and~~5450(a)(2), isthe ~~subject~~Company tono longer ~~customary~~complies ~~events~~with ofNasdaq’s ~~default~~Listing Rules. AsOn ofDecember ~~March 31~~7, ~~2024~~2023, the ~~Company~~Listing ~~has~~Qualifications anDepartment ~~outstanding balance~~ of ~~$1,435,000 under~~ the ~~Restated~~Nasdaq ~~Note.~~granted ~~For~~ the ~~three months ended March 31, 2024, the~~ Company ~~purchased~~ an ~~aggregate~~extension ofto ~~$0 in~~regain ~~investments~~compliance inwith ~~the~~Nasdaq ~~Trust~~Listing ~~Account~~Rule ~~from~~5450(a)(2) ~~the~~on ~~monthly~~or ~~Extension~~before ~~Loans~~April 22, 2024.

On November ~~January 29~~3, ~~2024~~2023, the Company ~~held~~amended anand ~~extraordinary~~restated ~~general~~the ~~meeting~~Extension ofNote ~~shareholders~~ (hereinafter, the “~~Third~~Restated ~~Extension Meeting~~Note”) atincreasing ~~which~~the aggregate principal amount to $1,470,000. The Restated Note may be drawn down by the Company’s ~~shareholders~~from ~~approved~~time ato ~~proposal~~time prior to ~~amend~~ the ~~Articles~~consummation of an initial Business Combination. The ~~proposal~~Restated ~~extended~~Note ~~the~~does ~~date~~not bybear ~~which~~interest, matures on the ~~Company~~date ~~has~~of toconsummation ~~consummate~~of aan initial Business Combination and ~~from~~is ~~February~~subject 7to customary events of default. As of June 30, 2024 toand ~~November~~December 531, ~~2024~~2023, (the ~~“Third~~Company ~~Extension~~has ~~Amendment~~an ~~Proposal,”~~outstanding balance of $1,830,000 and $1,385,000, ~~together~~respectively, ~~with~~under the ~~First~~Restated ~~Extension~~Note. ~~Amendment~~On ~~Proposal~~August ~~and~~13, ~~Second~~2024, ~~Extension~~the ~~Amendment~~Restated ~~Proposal,~~Note was further amended and restated to increase the ~~“Extension~~maximum ~~Amendment~~aggregate ~~Proposals”)~~principal amount that may borrowed thereunder to $2,270,000.

On InJanuary ~~connection~~29, ~~with~~2024, the ~~Third~~Company ~~Extension~~held ~~Meeting,~~an ~~holders~~extraordinary ofgeneral ~~678,865 Class~~meeting Aof ~~ordinary~~shareholders ~~shares~~(the ~~exercised~~“Third ~~their~~Extension ~~right~~Meeting”) toat ~~redeem~~which the ~~their~~Company’s ~~shares~~shareholders ~~for~~approved ~~cash at~~ a ~~redemption~~proposal ~~price~~to ofamend ~~approximately~~the ~~$11~~Articles.~~13 per~~ ~~share,~~The ~~for~~proposal anextended ~~aggregate~~the ~~redemption~~date ~~amount~~by ofwhich ~~approximately~~the ~~$7,600,000.~~Company Ashas to consummate a ~~result,~~Business $Combination from February 7,~~553,041 was~~ ~~removed~~2024 ~~from~~to ~~the~~November ~~Trust~~5, ~~Account~~2024 to(the ~~pay~~“Third ~~such~~Extension ~~holders~~Amendment ~~and~~Proposal,” 1and,~~332,961 Class~~ together Awith ~~ordinary~~the ~~shares~~First ~~(excluding~~Extension ~~6,612,500 converted~~Amendment ~~founder~~Proposal ~~shares)~~and ~~remained~~Second ~~outstanding,~~Extension ~~for~~Amendment aProposal, ~~total~~the of“Extension ~~7,945,461 shares~~Amendment ~~outstanding~~Proposals”).

In Onconnection ~~April~~with ~~5, 2024,~~ the ~~Company~~Third ~~received~~Extension aMeeting, ~~written~~holders ~~notice~~of ~~(the “MVPHS Notice”) from the Staff notifying the Company that it did not meet the $15~~678,~~000,000 minimum~~865 ~~market~~Class ~~value~~A ofordinary ~~publicly~~shares ~~held~~exercised ~~shares~~their ~~required~~right to ~~maintain~~redeem ~~continued~~their ~~listing~~shares for ascash ~~set~~at ~~forth~~a inredemption ~~Nasdaq’s~~price ~~Listing~~of ~~Rule~~approximately ~~5450(b)(2)(C)~~$11.13 ~~(the~~per ~~“MVPHS~~share, ~~Rule”)~~ for ~~the~~an ~~30 -business~~aggregate ~~day~~redemption ~~period~~amount ~~ended~~of ~~April~~approximately 3$7, ~~2024~~553,041. ~~Under~~As a ~~applicable Nasdaq rules~~result, ~~the~~such ~~Company~~amount ~~will~~was ~~have~~removed ~~180 calendar days~~ from the ~~date~~Trust ofAccount ~~the~~to ~~MVPHS~~pay ~~Notice,~~such orholders ~~until~~and ~~October 2~~1, ~~2024~~332,961 toClass ~~regain~~A ~~compliance~~ordinary byshares ~~meeting~~(excluding ~~the continued listing requirements. Specifically~~6,612,500 converted ~~the~~founder ~~market value of the Company's publicly held~~ shares) ~~must~~remained ~~close at $15~~outstanding,~~000,000 or~~ ~~more~~ for a ~~minimum~~total of ~~10 consecutive business days. If the Company is unable to regain compliance with the MVPHS Rule by October 2~~7, ~~2024~~945,461 ~~the~~shares ~~Company will receive written notification from Nasdaq that the Company’s securities are subject to delisting~~outstanding. The Company may, at that time, request a hearing to appeal the delisting determination, which appeal will ordinarily suspend such delisting determination until a decision is issued by Nasdaq subsequent to the hearing. There can be no assurance that any such appeal would be successful.

On April 5, 2024, the Company ~~also~~ received a written notice (the “~~Public~~MVPHS ~~Float~~ Notice”) from the Staff, notifying the Company that it nodid not ~~longer~~meet ~~met~~ the ~~minimum 1~~$15,~~100~~000,000 minimum market value of publicly held shares required to maintain continued listing as set forth in Nasdaq’s Listing Rule 5450(b)(2)(BC) (the “~~Public~~MVPHS ~~Float Standard~~Rule”) for the 30-business day period ended April 3, 2024. Under applicable Nasdaq rules, the Company will have 45180 calendar days tofrom ~~provide~~the ~~Nasdaq~~date aof ~~plan~~the MVPHS Notice, or until October 2, 2024, to regain compliance ~~with~~by meeting the continued listing requirements. Specifically, ~~and~~the ~~then,~~market ifvalue of the ~~plan~~Company's ispublicly ~~accepted~~held shares must close at $15,000,000 anor more ~~additional~~for upa tominimum ~~180~~of ~~calendar~~10 consecutive business days. ~~from~~If the ~~date~~Company ofis ~~the~~unable ~~Public~~to ~~Float~~regain ~~Notice,~~compliance orwith ~~until~~the MVPHS Rule by October 2, 2024, the toCompany ~~regain~~will ~~compliance~~receive ~~with~~written notification from Nasdaq that the ~~Public~~Company’s ~~Float~~securities ~~Standard.~~are Ifsubject ~~the~~to ~~plan~~delisting. isThe ~~not~~Company ~~accepted~~may, at ~~under~~that ~~Nasdaq~~time, ~~Listing~~request ~~Rule 5815(~~a), hearing to appeal the ~~Company~~delisting ~~may~~determination, which appeal ~~the~~will ~~decision~~ordinarily tosuspend such delisting determination until a ~~Hearings~~decision ~~Panel~~is issued by Nasdaq subsequent to the hearing. There can be no assurance that any such appeal would be successful.

On April 5, 2024, the Company also received a written notice (the “Public Float Notice”) from the Staff, notifying the Company Inthat ~~connection~~it ~~with~~no longer met the ~~foregoing~~minimum ~~and~~1,100,000 publicly held shares required to maintain continued listing as set forth in Nasdaq’s Listing Rule 5450(b)(2)(B) (the ~~previously~~“Public ~~disclosed~~Float ~~Round~~Standard”). ~~Lot~~Under ~~Notice~~applicable Nasdaq rules, the Company ~~submitted~~will anhave ~~application~~45 ~~for~~calendar days to provide Nasdaq a ~~transfer~~plan ~~from~~to regain compliance with the ~~Nasdaq~~continued ~~Global~~listing ~~Market~~requirements, and then, if the plan is accepted, an additional up to 180 calendar days from the ~~Nasdaq~~date ~~Capital~~of ~~Market~~the onPublic ~~April~~Float 8Notice, or until October 2, 2024, to regain compliance with the Public Float Standard. If the plan is not accepted, under Nasdaq Listing Rule 5815(a), the Company may appeal the decision to a Hearings Panel. There can be no assurance that any such appeal would be successful.

In Onconnection ~~April~~with ~~26, 2024,~~ the ~~Company~~foregoing ~~received~~and ~~written notice from~~ the ~~Staff~~previously ~~stating~~disclosed ~~that~~Round ~~the~~Lot ~~Staff~~Notice, ~~had approved~~ the Company’s ~~application~~submitted toan ~~transfer~~application ~~the~~for ~~listing~~a oftransfer ~~its Class A ordinary shares, warrants, and units (the “Company’s Securities”)~~ from the Nasdaq Global Market to the Nasdaq Capital Market. ~~The~~on ~~Class~~April ~~A ordinary shares~~8, ~~warrants, and units will continue to trade under the symbols “ONYX,” “ONYXW,” and “ONYXU,” respectively, and trading of the Company’s Securities will be unaffected by the transfer~~2024. ~~The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market.~~

On April 26, 2024, the Company received written notice from the Staff stating that the Staff had approved the Company’s application 7to transfer the listing of its Class A ordinary shares, warrants, and units (the “Company’s Securities”) from the Nasdaq Global Market to the Nasdaq Capital Market. The Class A ordinary shares, warrants, and units will continue to trade under the symbols “ONYX,” “ONYXW,” and “ONYXU,” respectively, and trading of the Company’s Securities will be unaffected by the transfer. The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market.

~~Risks and Uncertainties~~ 8

Risks ~~The continuing military conflict between the Russian Federation~~ and Ukraine, the military action between Hamas and Israel and the risk of escalations of other military conflicts have created and are expected to create global economic consequences. The specific impact on the Company’s financial condition, results of operations, and cash flows is not determinable as of the date of these unaudited condensed financial statements. Uncertainties

The continuing military conflict between the Russian Federation and Ukraine, the military action between Hamas and Israel and the risk of escalations of other military conflicts have created and are expected to create global economic consequences. The specific impact on ~~Liquidity~~the Company’s financial condition, ~~Capital~~results ~~Resources~~of operations, and ~~Going~~cash ~~Concern~~flows is not determinable as of the date of these unaudited condensed financial statements.

Liquidity, AsCapital ofResources ~~March 31, 2024, the Company had cash of $5,744 in its operating bank account~~ and aGoing ~~working capital deficit of $4,036,042.~~ Concern

As ~~The Company’s liquidity needs up to November 5, 2021 had been satisfied through a payment from the Sponsor~~ of ~~$25,000 (see~~June ~~Note 4) for the Founder Shares to cover certain offering costs and a loan under an unsecured promissory note from the Sponsor of $104~~30,~~808,~~ which was paid in full on November 18, 2021 (see Note 4). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 4). As of March 31, 2024 ~~and December 31~~, ~~2023, there were no amounts outstanding under any Working Capital Loans. In February and November 2023,~~ the Company ~~entered~~had ~~into~~cash ~~unsecured promissory notes to the Sponsor with an aggregate borrowing capacity~~ of $126,~~470,000.~~410 Asin ofits ~~March~~operating ~~31,~~bank ~~2024~~account and ~~December~~a ~~31,~~working ~~2023,~~capital ~~the~~deficit ~~Company has an outstanding balance~~ of $14,~~435~~226,~~000 and $1,385,000 under the Restated Note, respectively~~319.

The ~~Based~~Company’s onliquidity ~~the~~needs ~~foregoing~~up to November 5, ~~management~~2021 ~~believes~~had ~~that~~been satisfied through a payment from the ~~Company~~Sponsor ~~may~~of ~~not~~$25,000 ~~have~~(see ~~sufficient~~Note ~~working~~4) for ~~capital~~the Founder Shares to ~~meet~~cover ~~its~~certain ~~needs~~offering ~~through~~costs ~~the~~and ~~earlier~~a ofloan under an unsecured promissory note from the ~~consummation~~Sponsor of $104,808, which was paid in full on November 18, 2021 (see Note 4). In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or ~~one year~~their ~~from~~affiliates ~~this~~may, ~~filing.~~but ~~Over~~are ~~this~~not ~~time~~obligated ~~period~~to, provide the Company Working ~~will~~Capital beLoans, ~~using~~as ~~these~~defined ~~funds~~below ~~for~~(see ~~paying~~Note ~~existing~~4). ~~accounts~~As ~~payable~~of June 30, ~~identifying~~2024 and ~~evaluating~~December ~~prospective~~31, ~~initial~~2023, ~~Business~~there ~~Combination~~were ~~candidates,~~no ~~performing~~amounts ~~due~~outstanding ~~diligence~~under any onWorking ~~prospective~~Capital ~~target~~Loans. ~~businesses,~~In ~~paying~~February ~~for~~and ~~travel~~November ~~expenditures~~2023, ~~selecting~~ the ~~target~~Company ~~business~~entered into unsecured promissory notes to ~~merge~~the Sponsor with oran aggregate ~~acquire~~borrowing capacity of $1,470,000. As of June 30, 2024 and ~~structuring~~December 31, ~~negotiating~~2023, the Company has an outstanding balance of $1,830,000 and ~~consummating~~$1,385,000 under the ~~Business~~Restated ~~Combination~~Note, respectively. On August 13, 2024, the Restated Note was further amended and restated to increase the maximum aggregate principal amount that may borrowed thereunder to $2,270,000.

Based ~~The~~on ~~Company~~the isforegoing, ~~within~~management ~~12 months~~believes ofthat ~~its mandatory liquidation as of~~ the ~~date~~Company ofmay ~~filing~~not ~~this~~have ~~Quarterly~~sufficient ~~Report~~working oncapital ~~Form~~to ~~10-Q.~~meet Inits ~~connection~~needs ~~with~~through the ~~Company’s~~earlier of ~~assessment~~the consummation of ~~going~~a ~~concern~~Business ~~considerations~~Combination inor ~~accordance~~one ~~with~~year ~~Accounting~~from ~~Standards~~this ~~Update~~filing. ~~(“ASU”)~~Over ~~2014-15,~~this ~~“Disclosures~~time ofperiod, ~~Uncertainties~~the ~~about~~Company anwill ~~Entity’s~~be ~~Ability~~using tothese ~~Continue~~funds for aspaying aexisting ~~Going~~accounts ~~Concern~~payable,” ~~the~~identifying ~~mandatory~~and ~~liquidation~~evaluating ~~raises~~prospective ~~substantial~~initial ~~doubt~~Business ~~about~~Combination ~~the~~candidates, ~~Company’s~~performing ~~ability~~due diligence toon ~~continue~~prospective astarget abusinesses, ~~going~~paying ~~concern~~for ~~until~~travel ~~the~~expenditures, ~~earlier~~selecting of the ~~consummation~~target ofbusiness ~~the~~to ~~Business~~merge ~~Combination~~with or ~~November 5~~acquire, ~~2024~~and structuring, ~~the~~negotiating ~~date~~and consummating the ~~Company~~Business ~~is required to liquidate~~Combination.

The ~~These~~Company ~~financial~~is ~~statements~~within do12 ~~not~~months ~~include~~of ~~any~~its ~~adjustments~~mandatory ~~relating~~liquidation toas of the ~~recovery~~date of ~~the~~filing ~~recorded~~this ~~assets~~Quarterly orReport on Form 10-Q. In connection with the ~~classification~~Company’s assessment of ~~the~~going ~~liabilities~~concern ~~that~~considerations ~~might~~in beaccordance ~~necessary~~with ~~should~~Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the ~~Company~~mandatory beliquidation raises ~~unable~~substantial doubt about the Company’s ability to continue as a going concern. until the earlier of the consummation of the Business Combination or November 5, 2024, the date the Company is required to liquidate.

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities 8 that might be necessary should the Company be unable to continue as a going concern.

~~NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES~~ 9

NOTE ~~Basis~~2 of— ~~Presentation~~ SIGNIFICANT ACCOUNTING POLICIES

Basis ~~The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Presentation

The accompanying unaudited condensed financial statements ~~should~~have bebeen ~~read~~prepared in ~~conjunction~~accordance with accounting principles generally accepted in the ~~Company’s~~United ~~Annual~~States ~~Report~~of onAmerica ~~Form~~(“GAAP”) for interim financial information and in accordance with the instructions to Form 10-K,Q ~~which~~and ~~contains~~Article 8 of Regulation S-X of the ~~initial~~Securities ~~audited~~and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements ~~and~~prepared ~~notes~~in ~~thereto~~accordance aswith ~~filed~~GAAP ~~with~~have been condensed or omitted, pursuant to the rules and regulations of the SEC onfor ~~March~~interim ~~29,~~financial ~~2024~~reporting. ~~The~~Accordingly, ~~interim~~they ~~results~~do not include all the information and footnotes necessary for a complete presentation of the ~~three~~Company’s ~~months~~financial ~~ended~~position, ~~March~~results 31of operations, ~~2024~~or ~~are~~cash ~~not~~flows. ~~necessarily~~In ~~indicative~~the opinion of management, the ~~results~~accompanying tounaudited becondensed ~~expected~~financial ~~for~~statements ~~the~~include ~~year~~all ~~ending~~adjustments, ~~December~~consisting 31of a normal recurring nature, which ~~2024~~are ornecessary for ~~any~~a ~~future~~fair ~~interim~~presentation of the financial position, operating results and cash flows for the periods presented.

The ~~Emerging~~accompanying ~~Growth~~unaudited condensed financial statements should be read in conjunction with the Company’s ~~Status~~Annual Report on Form 10-K, which contains the initial audited financial statements and notes thereto as filed with the SEC on March 29, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

Emerging ~~The~~Growth Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Status

The ~~Further,~~Company ~~Section~~is ~~102(b)(1)~~an ~~of the JOBS Act exempts~~ “emerging growth ~~companies from being required to comply with new or revised financial accounting standards until private companies (that is~~company,” ~~those~~as ~~that~~defined ~~have~~in ~~not~~Section ~~had~~ 2(a) ~~Securities Act registration statement declared effective or do not have a class~~ of ~~securities registered under~~ the Securities ~~Exchange~~ Act ~~of 1934~~, as ~~amended)~~modified ~~are~~by ~~required to comply with~~ the ~~new~~Jumpstart orOur Business ~~revised~~Startups ~~financial~~Act ~~accounting~~of ~~standards.~~2012 ~~The~~(the “JOBS Act”), ~~provides~~and ~~that~~it anmay ~~emerging~~take ~~growth~~advantage ~~company can elect to opt out~~ of ~~the~~certain ~~extended~~exemptions ~~transition~~from ~~period~~various ~~and~~reporting ~~comply with the~~ requirements that ~~apply~~are applicable to ~~non-emerging~~other ~~growth~~public companies, ~~but~~that ~~any~~are ~~such election to opt out is irrevocable. The Company has elected~~ not toemerging ~~opt~~growth ~~out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private~~ companies, ~~the Company~~including, asbut annot ~~emerging~~limited ~~growth company~~to, ~~can~~not ~~adopt~~being ~~the~~required to ~~new~~comply orwith ~~revised standard at~~ the ~~time~~independent ~~private~~registered ~~companies~~public ~~adopt~~accounting ~~the~~firm ~~new~~attestation orrequirements ~~revised~~of ~~standard.~~Section ~~This~~404 ~~may make the comparison~~ of the ~~Company’s~~Sarbanes-Oxley ~~unaudited~~Act ~~condensed financial statements with those~~ of 2002, ~~another~~reduced ~~public~~disclosure ~~company~~obligations ~~that~~regarding isexecutive ~~neither~~compensation anin ~~emerging~~its ~~growth~~periodic ~~company~~reports ~~nor~~and anproxy ~~emerging~~statements, ~~growth~~and ~~company~~exemptions ~~that~~from the ~~has~~requirements ~~opted~~of ~~out~~holding ofa ~~using~~nonbinding ~~the~~advisory ~~extended~~vote ~~transition~~on ~~period~~executive ~~difficult~~compensation orand ~~impossible~~shareholder ~~because~~approval of ~~the~~any ~~potential~~golden ~~differences~~parachute inpayments not ~~accounting~~previously ~~standards used~~approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. ~~Use~~The Company has elected not to opt out of ~~Estimates~~such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make the comparison of the Company’s unaudited condensed financial statements with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use ~~The preparation~~ of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Estimates

The ~~Making~~preparation ~~estimates~~of ~~requires~~the ~~management~~unaudited tocondensed ~~exercise~~financial ~~significant~~statements ~~judgment.~~in Itconformity iswith atU.S. ~~least~~GAAP ~~reasonably~~requires ~~possible~~management ~~that~~to ~~the~~make ~~estimate~~estimates ofand assumptions that affect the ~~effect~~reported amounts of aassets ~~condition,~~and ~~situation~~liabilities orand ~~set~~disclosure of ~~circumstances~~contingent ~~that~~assets ~~existed~~and liabilities at the date of the unaudited condensed financial statements, ~~which~~and ~~management considered in formulating its estimate, could change in~~ the ~~near~~reported ~~term~~amounts ~~due~~of toexpenses ~~one~~during ~~or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly,~~ the ~~actual~~reporting ~~results could differ significantly from those estimates~~period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may ~~Cash~~be subject to change as more current information becomes available and ~~Cash~~accordingly, ~~Equivalents~~the actual results could differ significantly from those estimates.

Cash ~~The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $5,744~~ and ~~$44,165 of~~Cash ~~cash as of March 31, 2024 and December 31, 2023, respectively, and no cash equivalents.~~ Equivalents

The ~~Investments~~Company ~~Held~~considers inall ~~Trust~~short-term ~~Account~~investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $26,410 and $44,165 of cash as of June 30, 2024 and December 31, 2023, respectively, and no cash equivalents.

At March 31, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit account that generally has a readily determinable fair value. Interest earned is included in interest earned on cash and marketable securities held in the Trust Account in the accompanying statement of operations. 10

Investments 9 Held in Trust Account

At ~~Concentration~~June 30, 2024 and December 31, 2023, substantially all of ~~Credit~~the ~~Risk~~assets held in the Trust Account were held in a demand deposit account that generally has a readily determinable fair value. Interest earned is included in interest earned on cash and marketable securities held in the Trust Account in the accompanying condensed statement of operations.

Concentration ~~Financial instruments that potentially subject the Company to concentration~~ of ~~credit~~Credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of March 31, 2024 and December 31, 2023, the Company had not experienced losses on this account, and management believes the Company was not exposed to significant risks on such account. Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of June 30, 2024 and December 31, ~~Net~~2023, ~~(Loss)~~the ~~Income~~Company ~~per~~had ~~Ordinary~~not ~~Share~~experienced losses on this account, and management believes the Company was not exposed to significant risks on such account.

Net (~~loss~~Loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares issued and outstanding during the period. The Company has two classes of stock, Class A ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A ordinary shares, and Class B ordinary shares. Income ~~and losses are shared pro rata between the classes of shares. The calculation of diluted income~~ per ~~share~~Ordinary of ordinary shares does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): Share

	For the three months ended March 31,
	2024
	Redeemable Class A			Non-Redeemable Class A			Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss - basic and diluted	$	(43,667	)	$	(187,274	)	$	—
Denominator:
Basic and diluted weighted average ordinary shares outstanding		1,541,843			6,612,500			—
Basic and diluted net loss per ordinary share	$	(0.03	)	$	(0.03	)	$	—

Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares issued and outstanding during the period. The Company has two classes of stock, Class A ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A ordinary shares, and Class B ordinary shares. Income and losses are shared pro rata between the classes of shares. The calculation of diluted (loss) income per share of ordinary shares does not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except share amounts):

	For the three months ended March 31,
	For the Three Months Ended June 30,
	2023
	2024								2023
	Redeemable Class A			Non-Redeemable Class A			Class B
	Class A			Class A			Class B		Class A		Class A		Class B
Basic and diluted net income per ordinary share:
	Redeemable			Non- Redeemable					Redeemable		Non- Redeemable
Numerator:
Basic and diluted net (loss) income per ordinary share:
Allocation of net income - basic and diluted	$	179,499		$	79,365		$	32,242
Numerator:
Denominator:
Allocation of net (loss) income – basic and diluted	$	(4,895	)	$	(24,418	)	$	—	$	73,300	$	115,128	$	—
Basic and diluted weighted average ordinary shares outstanding		10,634,909			4,702,222			1,910,278
Denominator:
Basic and diluted net income per ordinary share	$	0.02		$	0.02		$	0.02
Basic and diluted weighted-average shares outstanding		1,325,501			6,612,500			—		4,210,028		6,612,500		—
Basic and diluted net (loss) income per ordinary share	$	(0.00	)	$	(0.00	)	$	—	$	0.02	$	0.02	$	—

	For the Six Months Ended June 30,
	2024								2023
	Class A			Class A			Class B		Class A		Class A		Class B
	Redeemable			Non- Redeemable					Redeemable		Non- Redeemable
Basic and diluted net (loss) income per ordinary share:
Numerator:
Allocation of net (loss) income – basic and diluted	$	(46,471	)	$	(213,783	)	$	—	$	253,318	$	193,721	$	32,495

Denominator:
Basic and diluted weighted-average shares outstanding		1,437,402			6,612,500			—		7,404,720		5,662,638		949,862
Basic and diluted net (loss) income per ordinary share	$	(0.03	)	$	(0.03	)	$	—	$	0.03	$	0.03	$	0.03

~~Fair Value of Financial Instruments~~ 11

Fair ~~The~~Value ~~fair value~~ of ~~the~~Financial Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Instruments

The fair ~~Company~~value ~~follows~~of the ~~guidance~~Company’s ~~in ASC 820 for its financial~~ assets and liabilities, ~~that~~which ~~are~~qualify ~~re-measured~~as ~~and~~financial ~~reported~~instruments atunder ~~fair~~the ~~value~~FASB ASC at820, ~~each~~“Fair Value ~~reporting~~Measurements ~~period,~~ and ~~non-financial~~Disclosures,” ~~assets~~approximates ~~and~~the ~~liabilities~~carrying ~~that~~amounts ~~are~~represented ~~re-measured~~in ~~and~~the ~~reported~~balance atsheet, ~~fair~~primarily ~~value~~due atto ~~least~~its ~~annually.~~short-term nature.

The ~~fair value of the~~ Company’s ~~financial~~follows ~~assets and liabilities reflects management’s estimate of amounts that~~ the ~~Company~~guidance ~~would have received~~ in ~~connection~~ASC ~~with~~820 ~~the~~for ~~sale~~its offinancial ~~the~~ assets orand ~~paid in connection with the transfer of the~~ liabilities inthat anare ~~orderly~~re-measured ~~transaction~~and ~~between~~reported ~~market participants~~ at ~~the measurement date. In connection with measuring the~~ fair value ofat ~~its~~each reporting ~~assets and liabilities~~period, ~~the Company seeks to maximize the use of observable inputs (market data obtained from independent sources)~~ and tonon-financial ~~minimize the use of unobservable inputs (internal assumptions about how market participants would price~~ assets and liabilities). ~~The~~that ~~following~~are ~~fair~~re-measured ~~value hierarchy is used to classify assets~~ and ~~liabilities~~reported ~~based~~at onfair ~~the observable inputs and unobservable inputs used in order to~~ value ~~the~~at ~~assets~~least ~~and liabilities:~~ annually.

The ~~Level~~fair 1value ~~—Valuations~~of ~~based~~the onCompany’s ~~unadjusted~~financial ~~quoted~~assets ~~prices~~and liabilities reflects management’s estimate of amounts that the Company would have received in ~~active~~connection ~~markets~~with ~~for~~the ~~identical~~sale of the assets or ~~liabilities~~paid ~~that~~in connection with the ~~Company~~transfer ~~has~~of the ~~ability~~liabilities toin ~~access.~~an ~~Valuation~~orderly ~~adjustments~~transaction between ~~and~~market ~~block~~participants ~~discounts~~at ~~are~~the ~~not~~measurement ~~being applied~~date. ~~Since~~ ~~valuations~~In ~~are~~connection ~~based~~with onmeasuring ~~quoted~~the ~~prices~~fair ~~that~~value ~~are~~of ~~readily~~its assets and ~~regularly~~liabilities, ~~available~~the inCompany seeks anto ~~active~~maximize ~~market,~~the ~~valuation~~use of ~~these~~observable ~~securities~~inputs ~~does~~(market ~~not~~data ~~entail~~obtained afrom ~~significant~~independent ~~degree~~sources) and to minimize the use of ~~judgment~~unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1 2 —Valuations based on ~~(i)~~ unadjusted quoted prices in active markets for ~~similar~~identical assets ~~and~~or liabilities, ~~(ii) quoted~~that ~~prices~~the inCompany ~~markets~~has ~~that~~the ability ~~are~~to ~~not~~access. ~~active~~Valuation ~~for~~adjustments ~~identical~~and orblock ~~similar~~discounts ~~assets,~~are ~~(iii) inputs~~not ~~other~~being ~~than~~applied. Since valuations are based on quoted prices ~~for~~that are ~~the~~readily ~~assets~~and orregularly ~~liabilities,~~available orin ~~(iv) inputs~~an ~~that~~active ~~are~~market, ~~derived~~valuation ~~principally~~of ~~from~~these orsecurities ~~corroborated~~does bynot ~~market~~entail ~~through~~a ~~correlation~~significant ordegree ~~other~~of ~~means~~judgment.

Level 2 3 —Valuations based on ~~inputs~~(i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are ~~unobservable~~not ~~and~~active ~~significant~~for toidentical or similar assets, (iii) inputs other than quoted prices for the ~~overall~~assets ~~fair~~or ~~value~~liabilities, or ~~measurement~~(iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level ~~Financial~~3 ~~Instruments~~ —Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Financial The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified. Instruments

The Company will account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require ~~Income~~“net ~~Taxes~~cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company accounts for its outstanding warrants as equity-classified.

~~The Company accounts for income taxes under FASB ASC 740, “~~Income Taxes.” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Taxes

The Company accounts for income taxes under FASB ASC 740, ~~prescribes~~“Income aTaxes.” (“ASC 740”). ASC 740 requires the recognition of ~~threshold~~deferred ~~and~~tax aassets ~~measurement~~and ~~attribute~~liabilities for both the ~~financial~~expected ~~statement~~impact ~~recognition~~of ~~and~~differences ~~measurement~~between ofthe ~~tax~~financial ~~positions~~statement ~~taken~~and ortax ~~expected~~basis toof beassets and ~~taken~~liabilities inand afor ~~tax~~the ~~return.~~expected ~~For~~future ~~those~~tax ~~benefits~~benefit to be ~~recognized,~~derived afrom tax ~~position~~loss ~~must~~and betax ~~more~~credit ~~likely~~carry ~~than~~forwards. ~~not~~ASC 740 additionally requires a valuation allowance to be ~~sustained~~established ~~upon~~when ~~examination~~it byis ~~taxing~~more ~~authorities. The~~likely ~~Company’s~~than ~~management~~not ~~determined~~ that ~~the~~all ~~Cayman~~or ~~Islands~~a isportion ~~the~~of ~~Company’s~~deferred ~~major~~ tax ~~jurisdiction.~~assets will not be realized.

ASC ~~The~~740 ~~Company~~prescribes ~~recognizes~~a ~~accrued~~recognition ~~interest~~threshold and ~~penalties~~a ~~related~~measurement toattribute ~~unrecognized~~for ~~tax~~the ~~benefits~~financial asstatement ~~income~~recognition ~~tax~~and ~~expense.~~measurement As of ~~March~~tax ~~31,~~positions taken ~~2024~~or ~~and~~expected ~~December~~to ~~31,~~be ~~2023,~~taken ~~there~~in ~~were~~a ~~no unrecognized~~ tax ~~benefits and no amounts accrued for interest and penalties~~return. ~~The~~For ~~Company~~those isbenefits ~~currently~~to ~~not~~be ~~aware~~recognized, ofa ~~any~~tax ~~issues~~position ~~under~~must ~~review~~be ~~that~~more ~~could~~likely ~~result~~than innot ~~significant~~to ~~payments,~~be sustained ~~accruals~~upon orexamination ~~material~~by ~~deviation~~taxing ~~from its position~~authorities. The Company’s management ~~does~~determined ~~not expect~~ that the ~~total~~Cayman ~~amount~~Islands ofis ~~unrecognized tax benefits will materially change over~~ the ~~next~~Company’s major ~~twelve months~~tax jurisdiction.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. 12

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2024 and 11December 31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment ~~Ordinary~~company. ~~Shares~~Additionally, ~~Subject~~U.S. taxation could occur to ~~Possible~~the ~~Redemption~~Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.

Ordinary ~~All of the 26,450,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public~~ Shares inSubject ~~connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments~~ to ~~the~~Possible Company’s Articles. In accordance with the SEC’s and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Public Shares have been classified outside of permanent equity. Redemption

All ~~The~~of ~~Company~~the ~~recognizes~~26,450,000 ~~changes~~Class inA ~~redemption~~ordinary ~~value~~shares ~~immediately~~sold as ~~they~~part ~~occur~~of ~~and~~the ~~adjusts~~Units in the ~~carrying~~IPO ~~value~~contain ofa ~~redeemable~~redemption ~~ordinary~~feature ~~shares~~which toallows ~~equal~~for the redemption of ~~value~~such atPublic Shares in connection with the ~~end~~Company’s ofliquidation, ~~each~~if ~~reporting~~there ~~period.~~is ~~Increases~~a shareholder vote or ~~decreases~~tender offer in connection with the ~~carrying~~Business ~~amount~~Combination ofand in connection with certain amendments to the Company’s Articles. In accordance with the SEC’s and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares ~~are~~subject ~~affected~~to byredemption ~~charges~~to ~~against~~be ~~additional~~classified ~~paid~~outside inof ~~capital~~permanent ~~and~~equity. Therefore, ~~accumulated~~all ~~deficit~~Public Shares have been classified outside of permanent equity.

The AtCompany ~~March~~recognizes ~~31,~~changes ~~2024~~in ~~and~~redemption ~~December~~value ~~31,~~immediately ~~2023,~~as they occur and adjusts the ~~changes~~carrying invalue ~~Class~~of Aredeemable ordinary shares ~~subject~~ to ~~possible~~equal the redemption ~~are~~value asat ~~follows:~~the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

Class A ordinary shares subject to possible redemption
	Shares	Amount
January 1, 2023	26,450,000	$	273,539,825
Less:
Redemptions	(24,438,174)		(254,413,925)
Plus:
Accretion of Class A ordinary shares subject to possible redemption	—		3,190,446
December 31, 2023	2,011,826	$	22,316,346
January 1, 2024	2,011,826	$	22,316,346
Less:
Redemptions	(678,865)		(7,553,041)
Plus:
Accretion of Class A ordinary shares subject to possible redemption	—		191,242
March 31, 2024	1,332,961	$	14,954,547

At June 30, 2024 and December 31, 2023, the changes in Class A ordinary shares subject to possible redemption are as follows:

Recent Accounting Pronouncements

Class A ordinary shares subject to possible redemption
	Shares			Amount
January 1, 2023		26,450,000		$	273,539,825
Less:
Redemptions		(24,438,174	)		(254,413,925	)
Plus:
Accretion of Class A ordinary shares subject to possible redemption		—			3,190,446
December 31, 2023		2,011,826		$	22,316,346

January 1, 2024		2,011,826		$	22,316,346
Less:
Redemptions		(678,865	)		(7,553,041	)
Plus:
Accretion of Class A ordinary shares subject to possible redemption		—			352,206
June 30, 2024		1,332,961		$	15,115,511

Recent ~~The~~Accounting Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Pronouncements

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently 12 adopted, would have a material effect on the Company’s unaudited condensed financial statements.

~~NOTE 3 — PRIVATE PLACEMENT~~ 13

NOTE On3 ~~November~~— 5,PRIVATE 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 12,190,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor and BTIG, generating gross proceeds to the Company of $12,190,000. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustment (see Note 6). PLACEMENT

On ANovember ~~portion~~5, of2021, ~~the~~simultaneously ~~proceeds~~with ~~from~~ the ~~Private~~closing ~~Placement~~of ~~Warrants~~the ~~was~~IPO, ~~added to~~ the ~~proceeds~~Company ~~from~~completed the ~~IPO~~private tosale beof ~~held~~12,190,000 inPrivate ~~the~~Placement Warrants ~~Trust~~at ~~Account.~~a Ifpurchase ~~the~~price ~~Company~~of ~~does~~$1.00 ~~not~~per ~~complete~~Private aPlacement ~~Business~~Warrant ~~Combination~~to ~~within~~ the ~~Combination~~Sponsor ~~Period~~and BTIG, ~~the~~generating gross proceeds ofto the ~~sale~~ Company of ~~the~~$12,190,000. Each Private Placement ~~Warrants~~Warrant ~~will~~entitles ~~be used to fund~~ the ~~redemption~~holder ofthereof ~~the~~to ~~Public~~purchase ~~Shares~~one ~~(subject~~Class toA ~~the~~ordinary ~~requirements~~share ofat ~~applicable~~$11.50 ~~law)~~per share, subject ~~and~~to ~~the~~adjustment ~~Private~~(see ~~Placement~~Note ~~Warrants will expire worthless~~6).

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement ~~NOTE~~Warrants 4will —be ~~RELATED~~used ~~PARTY~~to ~~TRANSACTIONS~~fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

NOTE ~~Founder~~4 ~~Shares~~ — RELATED PARTY TRANSACTIONS

~~In 2021, the Sponsor acquired 6,612,500 Class B ordinary shares, par value $0.0001, for $25,000 of consideration (the “~~Founder ~~Shares”) and transferred 30,000 Founder Shares to each of the Company’s three independent directors.~~ Shares

In 2021, ~~January~~the ~~2023~~Sponsor acquired 6,612,500 Class B ordinary shares, par value $0.0001, for $25,000 of consideration (the “Founder Shares”) and ~~were~~transferred ~~converted~~30,000 ~~into~~Founder ~~non-redeemable~~Shares ~~Class~~to Aeach ~~ordinary~~of ~~shares~~the ~~(see~~Company’s ~~Note~~three 6)independent directors.

In ~~The~~January ~~Sponsor~~2023, ~~and~~ the ~~Company’s directors and officers have agreed not to transfer, assign or sell any of their~~ Founder Shares ~~(including~~were ~~the~~converted into non-redeemable Class A ordinary shares) ~~until the earliest of~~ (A)see ~~one year~~Note ~~after the completion of the initial Business Combination and (B~~6) ~~subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12~~.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company complete a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor and our directors and officers with respect to any Founder Shares.

The Sponsor and the Company’s directors and officers have agreed not to transfer, assign or sell any of their Founder Shares (including the non-redeemable Class A ordinary shares) until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which ~~Promissory~~the ~~Note~~Company —complete ~~Related~~a ~~Party~~liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor and our directors and officers with respect to any Founder Shares.

Promissory ~~On February 7, 2023, the Company issued a non-interest bearing, unsecured promissory note in an aggregate principal amount of up to $720,000 to the Sponsor (the “Extension~~ Note”) ~~and~~— ~~the~~Related ~~Sponsor deposited monthly principal amounts of $120,000 into the Trust Account from February 7, 2023 through August 7 2023.~~ Party

On February ~~November 3~~7, 2023, the Company ~~amended~~issued ~~and~~a ~~restated~~non-interest ~~the Extension Note (hereinafter~~bearing, ~~the~~unsecured ~~“Restated~~promissory ~~Note”)~~note ~~increasing~~in ~~the~~an aggregate principal amount of up to $1720,~~470,~~000. to ~~Amounts~~the ~~drawn~~Sponsor ~~down under~~ (the ~~Restated~~“Extension Note”) ~~will~~and bethe ~~repayable~~Sponsor bydeposited ~~the~~monthly ~~Company~~principal ~~upon~~amounts ~~consummation~~ of ~~an initial Business Combination. If the Company does not consummate an initial Business Combination by November 5~~$120,000 ~~2024,~~into the ~~Restated Note will be repaid only from funds held outside of the~~ Trust Account ~~or will be forfeited, eliminated or otherwise forgiven. The Restated Note may be drawn down by the Company~~ from ~~time~~February ~~to time prior to the consummation of the Company’s initial Business Combination. The Restated Note does not bear interest~~7, ~~matures on the date of consummation the Business Combination and is subject to customary events of default. As of March 31, 2024 and December 31,~~ 2023, ~~the~~through ~~Company~~August ~~has an outstanding balance of $1~~7,~~435,000 and~~ ~~$1,385,000 under the Restated Note, respectively~~2023.

On November 3, 2023, the Company amended and restated the Extension Note (hereinafter, the “Restated Note”) increasing the aggregate principal amount to $1,470,000. Amounts drawn down under the Restated Note will be repayable by the Company upon consummation of an initial Business Combination. If the Company does not consummate an initial Business Combination by November 5, 2024, the Restated Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The Restated Note may be drawn down by the Company from time to time prior to the consummation of the Company’s initial Business Combination. The ~~Related~~Restated ~~Party~~Note ~~Loans~~does not bear interest, matures on the date of consummation the Business Combination and is subject to customary events of default. As of June 30, 2024 and December 31, 2023, the Company has an outstanding balance of $1,830,000 and $1,385,000 under the Restated Note, respectively. On August 13, 2024, the Restated Note was further amended and restated to increase the maximum aggregate principal amount that may borrowed thereunder to $2,270,000.

Related InParty order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such Working Capital Loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company has no borrowings under the Working Capital Loans.

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain 13of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such Working Capital Loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company has no borrowings under the Working Capital Loans.

~~Administrative Fees~~ 14

Administrative ~~From the date of the IPO, an affiliate of the Sponsor provides members of the management team office space, secretarial and administrative services at no cost.~~ Fees

From ~~NOTE~~the 5date —of ~~COMMITMENTS~~the ~~AND~~IPO, ~~CONTINGENCIES~~an affiliate of the Sponsor provides members of the management team office space, secretarial and administrative services at no cost.

NOTE ~~Registration~~5 ~~and~~— ~~Shareholder~~COMMITMENTS ~~Rights~~ AND CONTINGENCIES

Registration ~~The holders of the Founder Shares, Private Placement Warrants~~ and ~~any~~Shareholder warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares issuable upon exercise of the Private Placement Warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, BTIG or its designees may not exercise their demand and “piggy-back” registration rights after five years after November 2, 2021 and may not exercise their demand rights on more than one occasion. Rights

The ~~Except~~holders asof ~~described~~the ~~herein~~Founder Shares, ~~the~~Private ~~Sponsor~~Placement Warrants and ~~the~~any ~~Company’s~~warrants ~~directors~~that ~~and~~may ~~officers~~be ~~have~~issued ~~agreed~~upon ~~not~~conversion toof ~~transfer,~~Working ~~assign~~Capital orLoans (and ~~sell~~any ~~their~~Class ~~Founder~~A ~~Shares~~ordinary ~~until~~shares issuable upon the ~~earliest~~exercise of ~~(A)~~the ~~one year~~Private ~~after~~Placement ~~the~~Warrants ~~completion~~and ofwarrants anthat ~~initial~~may ~~Business~~be ~~Combination~~issued ~~and~~upon (Bconversion of Working Capital Loans) ~~subsequent~~will be entitled to ~~the~~registration ~~initial~~rights ~~Business~~pursuant ~~Combination,~~to ~~(x)~~a ifregistration ~~the~~rights ~~closing~~agreement ~~price~~signed ofprior to the ~~Company’s~~effective date ~~Class~~of Athe ~~ordinary~~IPO. ~~shares~~The ~~equals~~holders orof ~~exceeds~~these ~~$12.00 per~~securities ~~share~~are ~~(as~~entitled ~~adjusted~~to ~~for~~make ~~share~~up ~~splits,~~to ~~share~~three ~~capitalizations~~demands, ~~reorganizations,~~excluding ~~recapitalizations~~short ~~and~~form demands, that the ~~like)~~Company register ~~for~~such ~~any~~securities. ~~20 trading~~In ~~days~~addition, ~~within~~the ~~any~~holders 30 have certain “piggy-~~trading~~back” ~~day~~registration ~~period~~rights ~~commencing~~with atrespect ~~least~~to ~~150 days~~registration statements ~~after~~filed ansubsequent to the completion of the initial Business Combination. However, orthe ~~(y)~~registration rights agreement provides that the ~~date~~Company onwill ~~which~~not permit any registration statement filed under the ~~Company~~Securities ~~completes~~Act ato ~~liquidation~~become effective until termination of the applicable lockup period, ~~merger~~which occurs (i) in the case of the Founder Shares, ~~share~~as ~~exchange~~described orin ~~other~~the ~~similar~~following ~~transaction~~paragraph, ~~that~~and ~~results~~(ii) in ~~all~~the case of the ~~Company’s~~Private ~~public~~Placement ~~shareholders~~Warrants ~~having~~and the ~~right~~respective toClass ~~exchange~~A ~~their~~ ordinary shares ~~for~~issuable ~~cash,~~upon ~~securities~~exercise orof ~~other~~the ~~property.~~Private ~~Any~~Placement ~~permitted~~Warrants, 30 ~~transferees~~days ~~will~~after bethe ~~subject~~completion toof the ~~same~~initial ~~restrictions~~Business ~~and~~Combination. ~~other~~The ~~agreements~~Company ofwill bear the ~~Sponsor~~expenses incurred in connection with ~~respect~~the filing toof any ~~Founder~~such ~~Shares~~registration statements. ~~Such~~Notwithstanding ~~transfer~~the ~~restrictions~~foregoing, ~~are~~BTIG ~~referred~~or toits asdesignees ~~the~~may ~~lock~~not exercise their demand and “piggy-~~up.~~back” registration rights after five years after November 2, 2021 and may not exercise their demand rights on more than one occasion.

Except as described herein, the Sponsor and the Company’s directors and officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (A) one year after the completion of an initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, ~~Underwriting~~merger, ~~Agreement~~share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any Founder Shares. Such transfer restrictions are referred to as the lock-up.

Underwriting The underwriters are entitled to deferred underwriting commissions of $0.40 per Unit on the 23,000,000 Units issued in the base offering and $0.60 per Unit on the 3,450,000 overallotment Units for a total of $11,270,000. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement entered into in connection with the IPO. Agreement

The Onunderwriters ~~March~~are 1,entitled ~~2023, the Company entered into an amendment~~ to ~~the~~deferred underwriting ~~agreement~~commissions ~~relating~~of to$0.40 ~~its~~per ~~IPO~~Unit ~~where~~on the ~~underwriters have agreed to reduce the commission payable from $11~~23,~~270,~~000 ~~to $5~~,~~640,~~000 ~~upon~~ ~~the~~Units ~~closing~~issued ofin the ~~proposed~~base ~~Business~~offering and ~~Combination~~$0.60 ~~and~~per ~~the~~Unit ~~forfeiture~~on ofthe 3,~~306~~450,~~250 Founder~~000 ~~Shares~~overallotment toUnits ~~the~~for ~~Company.~~a ~~Upon~~total ~~the~~of ~~Closing~~$11,270,000. ~~the~~The deferred underwriting commissions will bebecome payable ~~paid~~ to the underwriters asfrom ~~follows based on~~ the ~~percentage~~amounts ofheld ~~redemptions of Class A ordinary shares by public shareholders: (1) 80% or more redemptions: $3,000,000~~ in ~~cash~~the ~~and~~Trust ~~$2,640,000 in~~Account ~~Class~~solely ~~A ordinary shares (at $10 per share), (2) 70% or more, but less than 80% redemptions: $3,880,000~~ in ~~cash~~the ~~and~~event ~~$1,760,000 in~~that ~~Class~~the ACompany ~~ordinary~~completes ~~shares~~an ~~(at~~initial ~~$10 per share)~~Business Combination, ~~(3)~~subject ~~60%~~to orthe ~~more,~~terms ~~but~~of ~~less~~the ~~than~~underwriting ~~70%~~agreement ~~redemptions:~~entered ~~$4,760,000 in~~into ~~cash and $880,000~~ in ~~Class~~connection Awith ~~ordinary~~the ~~shares (at $10 per share), and (4) less than 60% redemptions: $5,640,000 in cash and $0 in Class A ordinary shares~~IPO.

On March 1, 2023, the Company entered into an amendment to the underwriting agreement relating to its IPO where the underwriters have agreed to reduce the commission payable from $11,270,000 to $5,640,000 upon the closing of the proposed Business Combination and the forfeiture of 3,306,250 Founder Shares to the Company. Upon the Closing, the deferred underwriting commissions will be paid to the underwriters ~~NOTE~~as 6follows —based ~~SHAREHOLDERS’~~on ~~DEFICIT~~the percentage of redemptions of Class A ordinary shares by public shareholders: (1) 80% or more redemptions: $3,000,000 in cash and $2,640,000 in Class A ordinary shares (at $10 per share), (2) 70% or more, but less than 80% redemptions: $3,880,000 in cash and $1,760,000 in Class A ordinary shares (at $10 per share), (3) 60% or more, but less than 70% redemptions: $4,760,000 in cash and $880,000 in Class A ordinary shares (at $10 per share), and (4) less than 60% redemptions: $5,640,000 in cash and $0 in Class A ordinary shares.

NOTE ~~Preference~~6 ~~shares~~ — The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the CompanySHAREHOLDERS’s ~~board of directors. At March 31, 2024 and December 31, 2023, there were no preference shares issued and outstanding.~~ DEFICIT

Preference ~~Class A ordinary~~ shares — The Company is authorized to issue ~~500~~5,000,000 ~~Class~~ Apreference ~~ordinary~~ shares, with a par value of $0.0001 per share., with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At ~~March~~June 3130, 2024 and December 31, 2023, there were ~~1,332,961 and~~no ~~2,011,826~~ preference shares ~~subject to possible redemption~~ issued and outstanding~~, respectively~~.

Class A ordinary shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 14per share. At June 30, 2024 and December 31, 2023, there were 1,332,961 and 2,011,826 shares subject to possible redemption issued and outstanding, respectively.

On January 26, 2023, the holders of the Company’s outstanding Founder Shares converted all of the Founder Shares into Class A ordinary shares. Notwithstanding the conversions, such holders will not be entitled to receive any monies held in the Trust Account as a result of their ownership of any Class A ordinary shares issued upon conversion of the Founder Shares. At March 31, 2024 and December 31, 2023, there were 6,612,500 non-redeemable Class A ordinary shares issued and outstanding. 15

On January 26, 2023, the holders of the Company’s outstanding Founder Shares converted all of the Founder Shares into Class BA ordinary shares —. ~~The~~Notwithstanding ~~Company~~the isconversions, ~~authorized~~such holders will not be entitled to ~~issue~~receive ~~50,000,000 Class~~any Bmonies ~~ordinary~~held ~~shares~~in ~~with~~the Trust Account as a ~~par~~result of ~~value~~their ownership of ~~$0.0001 per~~any ~~share.~~Class AsA ordinary shares issued upon conversion of ~~March~~the 31Founder Shares. At June 30, 2024 and December 31, 2023, there were 0 6,612,500 non-redeemable Class BA ordinary shares issued and outstanding.

Class ~~Ordinary~~B ~~shareholders~~ordinary ofshares ~~record~~— ~~are~~The ~~entitled~~Company tois ~~one vote~~authorized ~~for~~to ~~each~~issue ~~share~~50,000,000 ~~held~~Class onB ~~all~~ordinary ~~matters~~shares towith bea ~~voted~~par onvalue byof ~~shareholders~~$0.0001 ~~Holders~~per share. As of ~~the~~June ~~Class~~30, A2024 ~~ordinary~~and ~~shares~~December ~~and~~31, ~~holders~~2023, ofthere ~~the~~were no Class B ordinary shares ~~will~~issued ~~vote~~and ~~together as a single class on all matters submitted to a vote of shareholders, except as required by law~~outstanding.

Ordinary ~~Warrants —~~shareholders ~~Public~~of ~~Warrants~~record ~~may~~are ~~only~~entitled beto ~~exercised~~one vote for aeach ~~whole~~share ~~number~~held ofon ~~shares.~~all Nomatters ~~fractional~~to ~~Public Warrants will~~ be ~~issued~~voted ~~upon~~on ~~separation~~by ~~of the Units and only whole Public Warrants will trade~~shareholders. ~~The~~Holders ~~Public Warrants will become exercisable on the later~~ of ~~(a) 30 days after~~ the completion of a Business Combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares ~~issuable~~and ~~upon~~holders ~~exercise~~ of the ~~warrants~~Class ~~and~~B aordinary ~~current prospectus relating to them is available and such~~ shares ~~are~~will ~~registered,~~vote ~~qualified~~together oras ~~exempt~~a ~~from~~single ~~registration~~class ~~under~~on ~~the~~all ~~securities,~~matters orsubmitted ~~blue~~to ~~sky,~~a ~~laws~~ vote of ~~the~~shareholders, ~~state~~except ofas ~~residence~~required ofby ~~the holder~~law.

Warrants ~~The~~— ~~Company~~Public ~~will~~Warrants ~~not~~may only be ~~obligated~~exercised tofor ~~deliver~~a ~~any~~whole ~~Class~~number Aof ~~ordinary~~ shares. ~~pursuant~~No tofractional ~~the exercise of a~~ Public ~~Warrant~~Warrants ~~and~~ will ~~have~~be noissued ~~obligation~~upon separation toof ~~settle~~the ~~such~~Units ~~warrant~~and ~~exercise~~only ~~unless~~whole aPublic ~~registration~~Warrants ~~statement~~will ~~under~~trade. ~~the~~The ~~Securities~~Public ~~Act~~Warrants ~~with~~will ~~respect~~become toexercisable on the ~~Class~~later Aof ~~ordinary~~(a) ~~shares~~30 days ~~underlying~~after the ~~warrants~~completion isof ~~then effective and~~ a ~~prospectus~~Business ~~relating~~Combination ~~thereto~~or is(b) ~~current,~~12 ~~subject~~months tofrom ~~satisfying~~the ~~its~~closing ~~obligations~~of ~~described~~the ~~below~~IPO; ~~with~~provided ~~respect~~in toeach ~~registration,~~case orthat athe ~~valid~~Company has ~~exemption~~an ~~from~~effective registration isstatement ~~available.~~under Nothe ~~warrant~~Securities ~~will~~Act becovering ~~exercisable~~the ~~for~~issuance ~~cash,~~of ~~and~~ the ~~Company will not be obligated to issue any~~ Class A ordinary shares toissuable ~~holders~~upon ~~seeking to~~ exercise of ~~their~~the warrants, ~~unless~~and ~~the~~a ~~issuance~~current ofprospectus ~~the~~relating ~~Class~~to Athem ~~ordinary~~is ~~shares~~available ~~upon~~and such ~~exercise~~shares isare registered, qualified or ~~qualified~~exempt from registration under the securities, or blue sky, laws of the state of ~~the~~residence ~~exercising~~of ~~holder,~~the ~~or an exemption is available~~holder.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation ~~Once~~to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants ~~become~~is then effective and a prospectus relating thereto is current, subject to satisfying its obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash, and the Company ~~may~~will ~~redeem~~not ~~the~~be ~~outstanding~~obligated to issue any Class A ordinary shares to holders seeking to exercise their warrants:, unless the issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

•Once the inwarrants ~~whole~~become ~~and~~exercisable, ~~not~~the inCompany ~~part;~~may redeem the outstanding warrants:

•● atin awhole ~~price~~and ofnot ~~$0.01~~in ~~per warrant~~part;

•● ~~upon~~at a ~~minimum~~price of 30$0.01 ~~days’~~per ~~prior written notice of redemption~~warrant; ~~and~~

•● ~~if,~~upon ~~and~~a ~~only~~minimum ~~if, the last reported sale price (the “closing price”)~~ of ~~our~~30 ~~Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading~~ days’ ~~within a 30 -trading day period ending on the third trading day~~ prior towritten ~~the date on which we send the~~ notice of redemption; ~~to the warrant holders.~~and

15 ● if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. The Company may not redeem the warrants when a holder may not exercise such warrants. 16

The ~~If the~~ Company ~~calls the warrants for redemption as described above, management~~ will ~~have~~not redeem the ~~option to require all holders that wish to exercise~~ warrants tounless doan soeffective onregistration astatement ~~“cashless~~under ~~basis.” In such event, each holder would pay~~ the ~~exercise~~Securities ~~price~~Act bycovering ~~surrendering~~ the ~~warrants for that number of~~ Class A ordinary shares ~~equal~~issuable toupon ~~the~~exercise ~~quotient~~of ~~obtained~~the bywarrants ~~dividing~~is ~~(x)~~effective ~~the~~and ~~product~~a ofcurrent ~~the~~prospectus ~~number~~relating ofto those Class A ordinary shares ~~underlying~~is ~~the~~available throughout ~~warrants, multiplied by~~ the ~~difference~~30 ~~between~~-day ~~the~~redemption ~~exercise~~period, ~~price~~except ofif the warrants ~~and~~may ~~the~~be ~~“fair~~exercised ~~market~~on ~~value”~~a ~~(defined~~cashless ~~below)~~basis byand ~~(y)~~such ~~the~~cashless ~~fair~~exercise ~~market~~is ~~value.~~exempt from ~~The~~registration ~~“fair~~under ~~market value” means~~ the ~~average~~Securities ~~reported~~Act. ~~last~~The ~~sale~~Company ~~price~~may ofnot ~~the~~redeem ~~Class A ordinary shares for~~ the ~~five trading~~warrants ~~days~~when ~~ending~~a onholder ~~the~~may ~~third~~not ~~trading~~exercise ~~day~~such ~~prior to the date on which the notice of redemption is sent to the holders of~~ warrants.

If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to ~~The~~exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price ~~and~~by surrendering the warrants for that number of Class A ordinary shares ~~issuable~~equal onto ~~exercise~~the quotient obtained by dividing (x) the product of the ~~warrants~~number ~~may~~of beClass A ~~adjusted~~ordinary inshares ~~certain~~underlying ~~circumstances~~the warrants, ~~including~~multiplied inby the ~~event~~difference between the exercise price of athe ~~stock~~warrants ~~dividend,~~and ~~extraordinary~~the ~~dividend~~“fair market orvalue” ~~recapitalization,~~(defined ~~reorganization,~~below) ~~merger~~by or(y) ~~consolidation. However,~~the ~~except~~fair asmarket ~~described~~value. ~~below,~~The ~~the~~“fair ~~warrants~~market ~~will~~value” ~~not~~means bethe ~~adjusted~~average ~~for~~reported ~~issuances~~last sale price of the Class A ordinary shares atfor athe ~~price~~five ~~below~~trading ~~their~~days ~~respective~~ending ~~exercise~~on ~~prices.~~the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The Inexercise ~~addition,~~price ifand ~~(x)~~number ~~the~~of ~~Company issues additional~~ Class A ordinary shares orissuable ~~equity-linked~~on ~~securities~~exercise inof ~~connection with~~ the ~~closing~~warrants ofmay ~~an initial Business Combination at a Newly Issued Price (as defined below) of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to~~ be ~~determined~~adjusted in ~~good~~certain ~~faith by the Company’s board of directors~~circumstances, ~~and~~ including in the ~~case~~event of ~~any~~a ~~such~~stock ~~issuance to the Sponsor~~dividend, ~~initial~~extraordinary ~~shareholders~~dividend or ~~their affiliates~~recapitalization, ~~without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”)~~reorganization, ~~(y)~~merger ~~the~~or ~~aggregate~~consolidation. ~~gross proceeds from such issuances represent more than 60% of the total equity proceeds~~However, ~~and~~except as ~~interest~~described ~~thereon~~below, ~~available for~~ the ~~funding~~warrants ofwill annot ~~initial~~be ~~Business~~adjusted ~~Combination~~for onissuances ~~the date~~ of ~~the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s~~ Class A ordinary shares ~~during~~at ~~the 20 trading day period starting on the trading day after the day on which the Company completes~~ a ~~Business Combination (such~~ price, ~~the “Market Value”) is~~ below ~~$9.20~~their ~~per~~respective ~~share, then the~~ exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. prices.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities in connection with the closing of ~~The~~an ~~Private~~initial ~~Placement~~Business ~~Warrants~~Combination ~~are~~at ~~identical~~a Newly Issued Price (as defined below) of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the ~~Public~~Company’s ~~Warrants~~board of directors, ~~except~~and ~~that~~in the ~~Private~~case ~~Placement~~of ~~Warrants~~any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the ~~Class~~funding of an initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares ~~issuable~~during ~~upon~~the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the ~~Private~~warrants ~~Placement~~will ~~Warrants~~be ~~will~~adjusted (to ~~not~~the nearest cent) to be ~~transferable,~~equal ~~assignable~~to 115% of the greater of (i) the Market Value or ~~salable~~(ii) ~~until~~the ~~30 days~~Newly ~~after~~Issued Price, and the ~~completion~~$18.00 per share redemption trigger price of athe ~~Business~~warrants ~~Combination,~~will ~~subject~~be adjusted (to ~~certain~~the ~~limited~~nearest ~~exceptions.~~cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.

The AtPrivate ~~March~~Placement ~~31,~~Warrants ~~2024~~are ~~and~~identical ~~December~~to ~~31,~~the ~~2023~~Public Warrants, ~~the~~except ~~Company~~that ~~had~~the ~~13,225,000 Public~~Private Placement Warrants and ~~12,190,000~~ the Class A ordinary shares issuable upon exercise of the Private Placement Warrants ~~outstanding.~~will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

At ~~NOTE~~June 730, —2024 ~~SUBSEQUENT~~and ~~EVENTS~~ December 31, 2023, the Company had 13,225,000 Public Warrants and 12,190,000 Private Placement Warrants outstanding.

NOTE ~~The~~7 ~~Company~~— ~~evaluated~~SUBSEQUENT subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than described within these unaudited condensed financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed 16financial statements were issued. Based upon this review, other than described within these unaudited condensed financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements, other than as set forth below.

~~Item~~On August 2.13, ~~Management’s~~2024, ~~Discussion~~the ~~and~~Restated ~~Analysis~~Note ofwas ~~Financial~~further ~~Condition~~amended and ~~Results~~restated ofto ~~Operations~~increase the maximum aggregate principal amount that may borrowed thereunder to $2,270,000.

References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to Onyx Acquisition Co. I. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Onyx Acquisition Sponsor Co. LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. 17

Item ~~Cautionary~~2. ~~Note~~Management’s ~~Regarding~~Discussion ~~Forward-Looking~~and ~~Statements~~ Analysis of Financial Condition and Results of Operations.

References ~~This~~in this Quarterly Report ~~includes~~on ~~“forward~~Form 10-~~looking~~Q ~~statements” within the meaning of Section 27A of the Securities Act of 1933, as amended~~ (the “~~Securities~~Quarterly ~~Act~~Report”), ~~and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and involve risks and uncertainties that could cause actual results~~ to ~~differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this~~ “~~Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position~~we, ~~business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,~~” “~~believe~~us,” “~~continue,~~our” ~~“could,”~~or the “~~estimate,~~Company” ~~“expect,”~~refer “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to ~~identify~~Onyx ~~such~~Acquisition ~~forward-looking~~Co. ~~statements~~I. ~~Such~~References ~~forward-looking statements relate~~ to ~~future~~our ~~events~~“management” or ~~future~~our ~~performance, but reflect~~ “management’s ~~current~~team” refer ~~beliefs, based on information currently available. A number of factors including, but not limited~~ to, ~~possible~~our ~~business~~officers ~~combinations~~ and ~~the financing thereof~~directors, and ~~related~~references ~~matters, as well as all other statements other than statements of historical fact included in this Quarterly Report could cause actual events, performance or results~~ to ~~differ materially from~~ the ~~events,~~“Sponsor” ~~performance~~refer ~~and~~to ~~results~~Onyx ~~discussed~~Acquisition inSponsor ~~the~~Co. ~~forward-looking statements~~LLC. ~~For~~The ~~information~~following discussion ~~identifying~~and ~~important~~analysis ~~factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section~~ of the Company’s ~~Annual~~financial ~~Report~~condition onand ~~Form~~results ~~10-K~~of ~~filed~~operations ~~with~~should ~~the~~be ~~Securities~~read ~~and~~in ~~Exchange~~conjunction ~~Commission~~with (the ~~“SEC”)~~financial statements onand ~~March 29, 2024. The Company’s securities filings can be accessed on~~ the ~~EDGAR~~notes ~~section~~thereto ofcontained ~~the~~elsewhere ~~SEC’s~~in ~~website~~this atQuarterly ~~www~~Report.~~sec.gov.~~ ~~Except~~Certain asinformation ~~expressly~~contained ~~required~~in ~~by applicable securities law,~~ the ~~Company~~discussion ~~disclaims~~and ~~any~~analysis set ~~intention~~forth orbelow ~~obligation~~includes ~~to update or revise any~~ forward-looking statements ~~whether~~that asinvolve arisks ~~result~~and ~~of new information, future events or otherwise~~uncertainties.

Cautionary ~~Overview~~ Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as Weamended ~~are~~(the a“Securities ~~blank~~Act”), ~~check~~and ~~company~~Section ~~incorporated~~21E of the Securities Exchange Act of 1934, as aamended ~~Cayman~~(the ~~Islands~~“Exchange ~~exempted~~Act”), that ~~company~~are onnot ~~February~~historical 2facts, ~~2021~~and ~~for~~involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the ~~purpose~~Company’s financial position, business strategy and the plans and objectives of ~~effecting~~management afor ~~merger~~future operations, ~~share~~are ~~exchange~~forward-looking statements. Words such as “anticipate,” ~~asset~~“believe,” ~~acquisition~~“continue,” ~~share~~“could,” ~~purchase~~“estimate,” “expect,” ~~reorganization~~“intends,” or“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar ~~business~~words ~~combination~~and expressions ~~with~~are ~~one~~intended orto ~~more~~identify ~~businesses~~such forward-looking statements. Such forward-looking statements relate to future events or ~~entities~~future performance, (abut ~~“business~~reflect ~~combination”)~~management’s current beliefs, based on information currently available. WeA ~~are~~number anof ~~early~~factors ~~stage~~including, but not limited to, possible business combinations and ~~emerging~~the ~~growth~~financing ~~company~~thereof, and related matters, as ~~such~~well as all other statements other than statements of historical fact included in this Quarterly Report could cause actual events, weperformance ~~are~~or ~~subject~~results to ~~all~~differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the ~~risks~~Company’s ~~associated~~Annual Report on Form 10-K filed with ~~early~~the ~~stage~~Securities and ~~emerging~~Exchange ~~growth~~Commission ~~companies~~(the “SEC”) on March 29, 2024. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The registration statement for our initial public offering (the “IPO”) was declared effective on November 2, 2021 (the “Effective Date”). On November 5, 2021, we consummated our IPO of 26,450,000 Units, which includes the exercise of the underwriters’ option to purchase up to an additional 3,450,000 Units at the IPO price to cover over-allotments. Each Unit consists of one Class A ordinary share and one -half of one public warrant, each whole public warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $264,500,000. Overview

We are a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021 for the purpose of effecting a merger, 19share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”). 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.

The ~~Simultaneous~~registration ~~with~~statement ~~the~~for ~~consummation~~our ofinitial public offering (the “IPO”) ~~and~~was ~~the~~declared ~~issuance~~effective ~~and~~on ~~sale~~November of2, 2021 (the ~~Units~~“Effective Date”). On November 5, 2021, we consummated ~~the~~our ~~private~~IPO ~~placement~~ of 1226,~~190~~450,000 ~~private placement warrants (including 690~~Units,~~000~~ ~~private~~which ~~placement~~includes ~~warrants purchased in connection with~~ the exercise of the ~~underwriter~~underwriters’~~s over-allotment~~ option) atto apurchase ~~price~~up ofto ~~$1.00~~an ~~per~~additional ~~private placement warrant~~3,450,000 ~~generating~~Units ~~total~~at ~~proceeds~~the ofIPO ~~$12,190,000.~~price ~~The~~to ~~private~~cover ~~placement~~over-allotments. ~~warrants,~~Each ~~which~~Unit ~~were~~consists ~~purchased~~of byone ~~our~~Class ~~sponsor~~A ordinary share and ~~BTIG,~~one ~~LLC~~-half ~~(“BTIG”),~~of ~~are~~one ~~identical to the~~ public ~~warrants~~warrant, ~~except~~each ~~that~~whole ifpublic ~~held~~warrant byentitling the ~~sponsor~~holder orthereof ~~BTIG or their permitted transferees, they are, subject~~ to ~~certain~~purchase ~~limited~~one ~~exceptions,~~Class ~~subject~~A toordinary ~~transfer~~share at ~~restrictions~~an ~~until~~exercise 30price ~~days following the consummation~~ of ~~our initial business combination~~$11.50 ~~Additionally~~per share, ~~the private placement warrants held by BTIG are~~ subject to ~~the~~adjustment. ~~lock-up~~The ~~and~~Units ~~registration~~were ~~rights~~sold ~~limitations~~at ~~imposed~~an byoffering ~~FINRA~~price ~~Rule~~of ~~5110~~$10.00 ~~and~~per ~~may~~Unit, ~~not~~generating gross beproceeds ~~exercised~~of ~~after five years from November 2~~$264, ~~2021~~500,000.

Simultaneous ~~Upon~~with the ~~closing~~consummation of ~~our~~the IPO and the issuance and sale of the Units, we consummated the private placement, ~~$269~~of 12,~~790~~190,000 ~~has~~private ~~been~~placement warrants ~~placed~~(including 690,000 private placement warrants purchased in ~~the~~connection ~~trust~~with ~~account,~~the ~~representing~~exercise of the ~~redemption~~underwriter’s ~~value~~over-allotment option) at a price of ~~the~~$1.00 ~~Class~~per Aprivate ~~ordinary~~placement ~~shares~~warrant, ~~sold~~generating intotal ~~the~~proceeds ~~initial~~of $12,190,000. The private placement warrants, which were purchased by our sponsor and BTIG, LLC (“BTIG”), are identical to the public ~~offering~~warrants, atexcept that if held by the sponsor or BTIG or their ~~redemption~~permitted ~~value~~transferees, they are, subject to certain limited exceptions, subject to transfer restrictions until 30 days following the consummation of ~~$10.20~~our ~~per~~initial ~~share~~business combination. Additionally, the private placement warrants held by BTIG are subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from November 2, 2021.

Upon ~~If we are unable to consummate an initial business combination by November 5, 2024 (~~the ~~“Combination~~closing ~~Period,” as extended), then we will (i) cease all operations except for the purpose~~ of ~~winding~~our ~~up,~~IPO ~~(ii)~~and ~~as promptly as reasonably possible but not more than ten business days thereafter, redeem~~ the ~~public~~private ~~shares~~placement, ~~at a per-share price~~$269, ~~payable in cash~~790,000 ~~equal~~has tobeen ~~the~~placed ~~aggregate amount then on deposit~~ in the trust account, ~~including~~representing ~~interest earned on~~ the ~~funds~~redemption ~~held in the trust account and not previously released to the company to pay income taxes, if any (less up to $100,000~~ value of ~~interest to pay dissolution expenses), divided by~~ the ~~number~~Class ofA ~~then~~ordinary ~~outstanding public~~ shares, ~~which~~sold ~~redemption~~in ~~will~~the ~~completely~~initial ~~extinguish~~ public ~~shareholders’ rights as shareholders (including the right to receive further liquidation distributions~~offering, ifat ~~any)~~their ~~and (iii) as promptly as reasonably possible following such~~ redemption, ~~subject~~value ~~to the approval~~ of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law$10.20 ~~There~~per will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the company fails to complete its initial business combination within the Combination Periodshare.

~~On January~~ 18, 2023, the company announced that it is in advanced discussions with Helios Investment Partners about a potential business combination which would result in the creation of a new publicly listed energy transition infrastructure platform, Helios Energy Transition Infrastructure (“HETI”), focused on the development of natural gas and low-carbon energy infrastructure businesses and assets in Africa (the “Proposed Transaction”). The Proposed Transaction is expected to be valued at an Enterprise Value of approximately $1 billion, and the company is targeting completion of the merger in the second half of 2024. There is no binding agreement with respect to the Proposed Transaction, and negotiations remain subject to significant contingencies, including the completion of due diligence, the negotiation and execution of a mutually acceptable definitive agreement, confirmation and documentation of fully committed financing, and requisite shareholder approvals. There can be no assurances that the company will successfully negotiate a definitive agreement, or that the Proposed Transaction will be consummated.

If Atwe ~~the~~are ~~First~~unable ~~Extension~~to ~~Meeting~~consummate onan ~~January~~initial ~~26,~~business ~~2023,~~combination ~~the~~by ~~company’s~~November ~~shareholders~~5, ~~approved~~2024 (the ~~First~~“Combination ~~Extension~~Period,” ~~Amendment~~as ~~Proposal~~extended), then ~~and~~we ~~the~~will ~~Redemption~~(i) ~~Limitation~~cease ~~Amendment~~all ~~Proposal.~~operations ~~Based~~except onfor the ~~results~~purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~First~~public ~~Extension~~shares, ~~Meeting~~at a per-share price, ~~our~~payable ~~sponsor~~in ~~agreed~~cash, equal to ~~contribute~~the ~~into~~aggregate amount then on deposit in the trust account, including interest earned on the ~~lesser~~funds ofheld ~~(x)~~in anthe ~~aggregate~~trust ofaccount and not previously released to the company to pay income taxes, if any (less up to $~~120~~100,000 orof (yinterest to pay dissolution expenses), ~~$0.035~~divided ~~per~~by ~~share~~the ~~for~~number ~~each~~of then outstanding public ~~share~~shares, ~~that~~which ~~was~~redemption ~~not~~will ~~redeemed~~completely atextinguish ~~the~~public ~~First~~shareholders’ ~~Extension~~rights ~~Meeting~~as ~~for~~shareholders ~~each~~(including ~~monthly~~the ~~period~~right ~~until~~to receive ~~August~~further 7liquidation distributions, ~~2023~~if any) and (~~commencing~~iii) onas ~~February~~promptly 7as reasonably possible following such redemption, ~~2023~~subject ~~and~~to the ~~ending~~approval onof the ~~7th~~remaining ~~day~~shareholders ofand ~~each~~the ~~subsequent~~board ~~month)~~of directors, orliquidate ~~portion~~and ~~thereof~~dissolve, ~~that~~subject, isin ~~needed~~the bycase ~~the~~of ~~company~~clauses (ii) and (iii), to ~~complete~~the ~~its~~company’s ~~initial~~obligations ~~business~~under ~~combination.~~Cayman InIslands ~~connection~~law ~~with~~to ~~the~~provide ~~approval~~for claims of ~~the~~creditors ~~First~~and ~~Extension~~in ~~Amendment~~all ~~Proposal,~~cases ~~22,239,972~~subject ~~Class~~to Athe requirements ~~ordinary~~of ~~shares~~other ~~were~~applicable ~~redeemed~~law. ~~and~~There ~~4,210,028~~will ~~Class~~be Ano ~~ordinary~~redemption ~~shares~~rights ~~were~~or ~~not~~liquidating ~~redeemed.~~distributions Aswith arespect ~~result,~~to the ~~aggregate~~warrants, ~~monthly~~which will ~~Contribution~~expire ~~payable~~worthless byif the ~~sponsor~~company fails to uscomplete isits ~~$120,000~~initial business combination within the Combination Period.

On January 18, 2023, the company announced that it is in advanced discussions with Helios Investment Partners about a potential business 20combination which would result in the creation of a new publicly listed energy transition infrastructure platform, Helios Energy Transition Infrastructure (“HETI”), focused on the development of natural gas and low-carbon energy infrastructure businesses and assets in Africa (the “Proposed Transaction”). The Proposed Transaction is expected to be valued at an Enterprise Value of approximately $1 billion, and the company is targeting completion of the merger in the second half of 2024. There is no binding agreement with respect to the Proposed Transaction, and negotiations remain subject to significant contingencies, including the completion of due diligence, the negotiation and execution of a mutually acceptable definitive agreement, confirmation and documentation of fully committed financing, and requisite shareholder approvals. There can be no assurances that the company will successfully negotiate a definitive agreement, or that the Proposed Transaction will be consummated.

At Onthe First Extension Meeting on January 26, 2023, inthe ~~connection~~company’s ~~with~~shareholders approved the First Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. Based on the results of the First Extension Meeting, our sponsor agreed to contribute into the ~~holders~~trust ofaccount the ~~company’s~~lesser ~~founder~~of ~~shares~~(x) ~~converted~~an ~~all~~aggregate of ~~their~~$120,000 ~~Class~~or B(y) ~~ordinary~~$0.035 ~~shares~~per ~~into~~share ~~Class~~for Aeach ~~ordinary~~public ~~shares.~~share ~~Notwithstanding~~that was not redeemed at the First ~~conversions~~Extension Meeting for each monthly period until August 7, ~~such~~2023 ~~holders~~(commencing ~~will~~on ~~not~~February be7, ~~entitled~~2023 toand ~~receive~~ending ~~any~~on ~~monies~~the ~~held~~7th inday of each subsequent month), or portion thereof, that is needed by the ~~trust~~company ~~account~~to ascomplete aits ~~result~~initial ofbusiness ~~their~~combination. ~~ownership~~In connection with the approval of ~~any~~the First Extension Amendment Proposal, 22,239,972 Class A ordinary shares ~~issued~~were ~~upon~~redeemed ~~conversion~~and of4,210,028 ~~the~~Class ~~founder~~A ordinary shares were not redeemed. As a result, the aggregate monthly Contribution payable by the sponsor to us is $120,000.

On January ~~February 7~~26, 2023, wein ~~issued~~connection with the First Extension ~~Note~~Meeting, ~~evidencing~~ the ~~Extension~~holders ~~Loans.~~of ~~The~~the ~~Extension~~company’s ~~Loans~~founder ~~are~~shares ~~unsecured~~converted ~~and~~all ~~non-interest~~of their ~~bearing,~~Class ~~and~~B ~~will~~ordinary beshares ~~repayable~~into byClass ~~the~~A ~~company~~ordinary ~~upon~~shares. ~~consummation~~Notwithstanding ofthe anconversions, ~~initial~~such ~~business~~holders ~~combination.~~will Ifnot ~~the~~be ~~company~~entitled ~~does~~to ~~not~~receive any ~~consummate~~monies anheld ~~initial~~in ~~business combination,~~ the ~~Extension~~trust ~~Note~~account ~~will~~as bea ~~repaid~~result ~~only~~of ~~from~~their ~~funds~~ownership ~~held outside~~ of ~~the~~any ~~trust~~Class ~~account~~A orordinary ~~will~~shares beissued ~~forfeited,~~upon ~~eliminated~~conversion orof ~~otherwise~~the ~~forgiven.~~founder shares.

On February ~~July 21~~7, 2023, we issued the ~~company~~Extension ~~held~~Note, evidencing the ~~Second~~ Extension ~~Meeting~~Loans. atThe ~~which~~Extension ~~the~~Loans ~~company’s~~are ~~shareholders~~unsecured ~~approved~~and anon-interest ~~proposal~~bearing, and towill ~~amend~~be ~~the~~repayable ~~Articles.~~by ~~The~~the ~~Second~~company ~~Extension~~upon ~~Amendment~~consummation ~~Proposal~~of ~~amended~~an ~~the~~initial ~~date~~business bycombination. ~~which~~If the company ~~has~~does tonot consummate aan initial business combination, the Extension Note will be repaid only from ~~August~~funds 7,held ~~2023~~outside toof ~~February~~the 7trust account or will be forfeited, ~~2024.~~eliminated or otherwise forgiven.

On InJuly ~~connection with the Second Extension Meeting~~21, ~~holders of 2~~2023,~~198,202~~ ~~Class~~the Acompany ~~ordinary~~held ~~shares~~the ~~exercised~~Second ~~their~~Extension ~~right~~Meeting toat ~~redeem~~which ~~their~~the ~~shares~~company’s ~~for~~shareholders ~~cash~~approved at a ~~redemption~~proposal ~~price~~to ofamend ~~approximately $10~~the Articles.83 ~~per~~The ~~share,~~Second ~~for~~Extension anAmendment ~~aggregate~~Proposal ~~redemption~~amended ~~amount~~the ofdate ~~approximately~~by ~~$23,802,065.~~which ~~As a result, such amount was removed from~~ the ~~trust~~company ~~account~~has to ~~pay~~consummate ~~such~~a ~~holders~~business ~~and~~combination ~~2,011,826~~from August ~~Class A ordinary shares and 6~~7,~~612,500~~ ~~converted~~2023 ~~founder~~to ~~shares~~February ~~were left outstanding for a total of 8~~7,~~624,326~~ ~~Class A ordinary shares outstanding~~2024.

In Onconnection ~~October~~with ~~24, 2023,~~ the ~~Company~~Second ~~received~~Extension ~~the~~Meeting, ~~Round~~holders ~~Lot~~of ~~Notice~~2,198,202 ~~from~~Class ~~the~~A ~~Staff~~ordinary ~~notifying~~shares ~~the~~exercised ~~Company~~their ~~that,~~right ~~since~~to ~~the~~redeem ~~Company’s~~their ~~Form 10-Q~~ shares for ~~the~~cash ~~period~~at ~~ended~~a ~~June~~redemption ~~30,~~price ~~2023~~of ~~reported~~approximately ~~total~~$10.83 ~~holders~~per ~~below~~share, ~~the~~for ~~round~~an ~~lot~~aggregate ~~holder~~redemption ~~requirement~~amount ~~under~~of ~~Nasdaq~~approximately ~~Listing~~$23,802,065. ~~Rule 5450(~~As a~~)(2)~~ result, ~~the~~such ~~Company~~amount nowas ~~longer~~removed ~~complies~~from ~~with~~the ~~Nasdaq’s~~trust ~~Listing~~account ~~Rules.~~to Onpay ~~December~~such 7,holders ~~2023~~and 2,011,826 ~~the~~Class ~~Staff~~A ~~granted~~ordinary ~~the~~shares ~~Company~~and an6,612,500 ~~extension~~converted founder toshares ~~regain~~were ~~compliance~~left ~~with~~outstanding ~~Nasdaq~~for ~~Listing~~a ~~Rule~~total ~~5450(a)(2)~~of on8,624,326 orClass ~~before~~A ~~April~~ordinary ~~22,~~shares ~~2024~~outstanding.

On October ~~November 3~~24, 2023, ~~we entered into~~ the ~~Restated~~Company ~~Note~~received ~~increasing~~ the ~~aggregate~~Round ~~principal~~Lot ~~amount~~Notice offrom the ~~Extension~~Staff ~~Note~~notifying tothe $1Company that,~~470,000.~~ ~~The~~since ~~Restated~~the ~~Note~~Company’s ~~may~~Form 10-Q befor ~~drawn~~the ~~down~~period byended usJune ~~from~~30, ~~time~~2023 toreported ~~time~~total ~~prior~~holders tobelow the ~~consummation~~round oflot ~~our~~holder ~~initial~~requirement ~~business~~under ~~combination.~~Nasdaq ~~The~~Listing ~~Restated~~Rule ~~Note~~5450(a)(2), the ~~does~~Company ~~not~~no ~~bear~~longer ~~interest,~~complies ~~matures~~with onNasdaq’s ~~the~~Listing ~~date~~Rules. ofOn ~~consummation~~December of7, 2023, the ~~initial~~Staff ~~business~~granted ~~combination~~the ~~and~~Company isan ~~subject~~extension to regain ~~customary~~compliance ~~events~~with ofNasdaq ~~default.~~Listing AsRule of5450(a)(2) ~~March~~on ~~31,~~or ~~2024,~~before ~~the~~April ~~company has an outstanding balance of $1~~22,~~435,000~~ ~~under the Restated Note~~2024.

On November ~~January 29~~3, ~~2024~~2023, we entered into the ~~company~~Restated ~~held~~Note increasing the ~~Third~~aggregate principal amount of the Extension ~~Meeting~~Note atto ~~which~~$1,470,000. ~~the~~The Restated ~~company’s~~Note ~~shareholders~~may ~~approved~~be adrawn ~~proposal~~down by us from time to ~~amend~~time prior to the ~~Articles~~consummation of our initial business combination. The ~~Third~~Restated ~~Extension~~Note does ~~Amendment~~not ~~Proposal~~bear ~~amended~~interest, matures on the date byof ~~which~~consummation of the ~~company~~initial ~~has~~business combination and is subject to ~~consummate~~customary aevents ~~business~~of default. ~~combination~~As ~~from~~of ~~February~~June 730, 2024, tothe ~~November~~company 5has an outstanding balance of $1,830,000 ~~2024~~under the Restated Note. On August 13, 2024, the Restated Note was further amended and restated to increase the maximum aggregate principal amount that may borrowed thereunder to $2,270,000.

In connection with the vote to approve the Third Extension Amendment Proposal, holders of 678,865 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $7.6 million. As a result, $7,553,041 was removed from the Trust Account to pay such holders and 1,332,961 Class A ordinary shares (excluding 6,612,500 converted founder shares) remained outstanding, for a total of 7,945,461 shares outstanding. 19

On January ~~April 5~~29, 2024, the ~~Company~~company ~~received~~held the ~~MVPHS~~Third ~~Notice~~Extension ~~from~~Meeting ~~the~~at ~~Staff~~which ~~notifying~~ the ~~Company~~company’s ~~that~~shareholders itapproved ~~did~~a ~~not~~proposal ~~meet the $15,000,000 minimum market value of publicly held shares required~~ to ~~maintain continued listing as set forth in~~ amend the ~~MVPHS Rule for the 30-business day period ended April 3, 2024~~Articles. ~~Under~~The ~~applicable~~Third ~~Nasdaq~~Extension ~~rules,~~Amendment ~~the~~Proposal ~~Company~~amended ~~will have 180 calendar days from~~ the date ~~of the MVPHS Notice, or until October 2, 2024, to regain compliance~~ by ~~meeting~~which the ~~continued~~company ~~listing~~has ~~requirements.~~to ~~Specifically,~~consummate ~~the market value of the Company's publicly held shares must close at $15,000,000 or more for~~ a ~~minimum of 10 consecutive~~ business ~~days.~~combination Iffrom February ~~the Company is unable to regain compliance with the MVPHS Rule by October 2~~7, 2024, ~~the Company will receive written notification from Nasdaq that the Company’s securities are subject~~ to ~~delisting.~~November ~~The Company may~~5, ~~at that time, request a hearing to appeal the delisting determination, which appeal will ordinarily suspend such delisting determination until a decision is issued by Nasdaq subsequent to the hearing~~2024. ~~There can be no assurance that any such appeal would be successful.~~

In Onconnection ~~April~~with ~~5, 2024,~~ the ~~Company~~vote ~~also~~to ~~received~~approve the ~~Public~~Third ~~Float~~Extension ~~Notice~~Amendment ~~from the Staff~~Proposal, ~~notifying~~holders ~~the~~of ~~Company~~678,865 ~~that~~Class itA noordinary ~~longer~~shares ~~met~~exercised ~~the~~their right ~~minimum~~to ~~1,100,000~~redeem ~~publicly~~their ~~held~~ shares ~~required~~for tocash ~~maintain~~at ~~continued~~a ~~listing~~redemption asprice ~~set~~of ~~forth~~approximately ~~in the Public Float Standard~~$11.13 ~~Under~~per ~~applicable Nasdaq rules~~share, ~~the~~for ~~Company~~an ~~will~~aggregate ~~have~~redemption 45amount ~~calendar~~of approximately ~~days~~$7.6 tomillion. ~~provide~~As ~~Nasdaq~~ a ~~plan to regain compliance with the continued listing requirements~~result, ~~and then~~$7, ~~if the plan is accepted~~553,041 anwas ~~additional~~removed ~~up to 180 calendar days~~ from the ~~date~~Trust ofAccount ~~the~~to ~~Public~~pay ~~Float~~such ~~Notice,~~holders orand ~~until October 2~~1, ~~2024~~332,961 toClass ~~regain~~A ~~compliance~~ordinary shares ~~with~~(excluding ~~the Public Float Standard. If the plan is not accepted~~6,612,500 ~~under~~converted ~~Nasdaq~~founder ~~Listing~~shares) ~~Rule~~remained ~~5815(a)~~outstanding, ~~the~~for ~~Company may appeal the decision to~~ a ~~Hearings~~total ~~Panel.~~of ~~There~~7,945,461 ~~can~~shares ~~be no assurance that any such appeal would be successful~~outstanding.

On April 5, 2024, the Company received the MVPHS Notice from the Staff notifying the Company that it did not meet the $15,000,000 minimum Inmarket ~~connection~~value ~~with~~of publicly held shares required to maintain continued listing as set forth in the ~~foregoing~~MVPHS ~~and~~Rule for the ~~previously~~30-business ~~disclosed~~day ~~Round~~period ended ~~Lot~~April 3, 2024. Under applicable Nasdaq rules, the Company will have 180 calendar days from the date of the MVPHS Notice, or until October 2, 2024, to regain compliance by meeting the continued listing requirements. Specifically, the market value of the Company's publicly ~~submitted~~held anshares ~~application~~must close at $15,000,000 or more for a ~~transfer~~minimum ~~from~~of 10 consecutive business days. If the ~~Nasdaq~~Company ~~Global~~is ~~Market~~unable to regain compliance with the MVPHS Rule by October 2, 2024, the Company will receive written notification from Nasdaq ~~Capital~~that ~~Market~~the onCompany’s securities ~~April~~are 8subject to delisting. The Company may, ~~2024~~at that time, request a hearing to appeal the delisting determination, which appeal will ordinarily suspend such delisting determination until a decision is issued by Nasdaq subsequent to the hearing. There can be no assurance that any such appeal would be successful.

On April 265, 2024, the Company also received ~~written~~the ~~notice~~Public Float Notice from the Staff, ~~stating~~notifying the Company that ~~the~~it ~~Staff~~no ~~had~~longer ~~approved~~met the ~~Company’s~~minimum 1,100,000 ~~application~~publicly held shares required to ~~transfer~~maintain ~~the~~continued listing ofas ~~its~~set ~~Class~~forth Ain ~~ordinary~~the ~~shares,~~Public ~~warrants,~~Float ~~and~~Standard. ~~units~~Under (applicable Nasdaq rules, the “Company’s ~~Securities”)~~will ~~from~~have ~~the~~45 ~~Nasdaq~~calendar ~~Global~~days ~~Market~~ to ~~the~~provide Nasdaq ~~Capital~~a ~~Market.~~plan ~~The~~to ~~Class~~regain Acompliance ~~ordinary~~with ~~shares~~the continued listing requirements, and ~~warrants~~then, ~~and~~if ~~units~~the ~~will~~plan ~~continue~~is accepted, an additional up to ~~trade~~180 ~~under~~calendar days from the ~~symbols~~date ~~“ONYX,”~~of ~~“ONYXW,”~~the ~~and~~Public ~~“ONYXU~~Float Notice,” ~~respectively~~or until October 2, 2024, ~~and~~to ~~trading~~regain ofcompliance with the ~~Company’s~~Public ~~Securities~~Float ~~will~~Standard. beIf ~~unaffected~~the byplan ~~the~~is ~~transfer.~~not ~~The~~accepted, under Nasdaq ~~Capital~~Listing ~~Market~~Rule ~~operates~~5815(a), inthe ~~substantially~~Company may appeal the ~~same~~decision ~~manner~~to asa ~~the~~Hearings ~~Nasdaq~~Panel. ~~Global~~There ~~Market~~can be no assurance that any such appeal would be successful.

In ~~Results~~connection ofwith ~~Operations~~the foregoing and the previously disclosed Round Lot Notice, the Company submitted an application for a transfer from the Nasdaq Global Market to the Nasdaq Capital Market on April 8, 2024.

On AsApril ~~of March 31~~26, 2024, wethe ~~have~~Company ~~not~~received ~~commenced~~written ~~any~~notice ~~operations.~~from ~~All~~the ~~activity~~Staff ~~for~~stating that the ~~period~~Staff ~~from~~had ~~February~~approved 2,the ~~2021~~Company’s ~~(inception)~~application to ~~through~~transfer ~~March~~the ~~31,~~listing ~~2024,~~of ~~relates~~its toClass ~~our~~A ~~formation~~ordinary ~~and~~shares, ~~IPO~~warrants, and, ~~since~~units (the ~~completion~~“Company’s ofSecurities”) ~~our~~from ~~IPO,~~the ~~searching~~Nasdaq Global ~~for~~Market ~~a target~~ to ~~consummate~~the anNasdaq ~~initial~~Capital ~~business combination~~Market. WeThe ~~will~~Class ~~not~~A ~~generate~~ordinary ~~any~~shares, ~~operating~~warrants, ~~revenues~~and ~~until~~units ~~after~~will ~~the~~continue ~~completion~~to oftrade ~~our~~under ~~initial~~the ~~business~~symbols “ONYX,” ~~combination~~“ONYXW,” atand ~~the~~“ONYXU,” ~~earliest.~~respectively, Weand ~~generate~~trading ~~non-operating~~of ~~income in~~ the ~~form~~Company’s ofSecurities ~~interest~~will ~~income~~be unaffected ~~from~~by the ~~proceeds~~transfer. ~~derived~~The ~~from~~Nasdaq ~~our~~Capital ~~IPO~~Market ~~and~~operates ~~placed~~ in substantially the ~~trust~~same ~~account~~manner as the Nasdaq Global Market.

Results ~~For the three months ended March 31, 2024, we had a net loss~~ of ~~$230,941, which consisted of operating costs of $422,183, offset by interest earned on cash held in the trust account of $191,242.~~ Operations

As ~~For~~of ~~the~~June ~~three~~30, ~~months~~2024, ~~ended~~we ~~March~~have 31not commenced any operations. All activity for the period from February 2, ~~2023~~2021 (inception) through June 30, 2024, werelates ~~had~~to aour ~~net~~formation ~~income~~and ofIPO, ~~$291~~and,~~106,~~ ~~which~~since ~~consisted~~the completion of ~~interest~~our ~~earned~~IPO, onsearching ~~cash~~for ~~and~~a ~~marketable~~target ~~securities~~to ~~held~~consummate inan ~~the~~initial ~~Trust~~business combination. ~~Account~~We ofwill ~~$1,299,066~~not ~~and~~generate ~~unearned~~any ~~gain~~operating onrevenues ~~marketable~~until ~~securities~~after the completion of ~~$32~~our initial business combination,~~876,~~ ~~offset~~at bythe ~~formation~~earliest. We ~~and~~generate non-operating ~~costs~~income in the form of ~~$1,040,836~~interest income from the proceeds derived from our IPO and placed in the trust account.

For the three months ended June 30, 2024, we had a net loss of $29,313, which consisted of operating costs of $190,277, offset by interest 21 earned on cash held in the trust account of $160,964.

For ~~Liquidity~~the six months ended June 30, ~~Capital~~2024, ~~Resources~~we ~~and~~had ~~Going~~a ~~Concern~~net loss of $260,254, which consisted of operating costs of $612,460, offset by interest earned on cash held in the trust account of $352,206.

For the three months ended ~~March~~June 3130, ~~2024~~2023, ~~net~~we ~~cash~~had ~~used~~a innet ~~operating~~income ~~activities~~of ~~was~~ $88188,~~421.~~428, ~~Net~~which ~~loss~~consisted of ~~$230,941 was affected by~~ interest earned on cash and marketable securities held in the ~~trust~~Trust ~~account~~Account of $~~191~~544,~~242.~~386, ~~Changes~~offset inby ~~operating~~formation ~~assets~~ and ~~liabilities~~operating ~~provided~~costs of $~~333~~316,~~762~~307 inand ~~cash~~unearned ~~for~~loss ~~operating~~on ~~activities.~~marketable securities of $39,651.

For the ~~three~~six months ended ~~March~~June 3130, 2023, ~~cash~~we ~~used~~had ina ~~operating~~net ~~activities was $236,851. Net~~ income of $~~291~~479,~~106~~534, ~~was~~which ~~affected~~consisted byof interest earned on cash and marketable securities held in the Trust Account of $1,~~299~~843,~~066~~452, ~~and~~offset ~~unearned~~by ~~gain~~formation onand ~~marketable~~operating ~~securities~~costs of $321,~~876.~~357,143 ~~Changes~~and inunearned ~~operating~~loss ~~assets~~on ~~and~~marketable ~~liabilities~~securities of ~~provided~~ $~~803~~6,~~985 of cash for operating activities~~775.

As of March 31, 2024, we had cash outside our trust account of $5,744, available for working capital needs. All remaining cash was held in the trust account and is generally unavailable for our use, prior to an initial business combination. 20

~~In order to fund working capital deficiencies or finance transaction costs in connection with a business combination~~Liquidity, ~~our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working~~ Capital ~~Loans”).~~Resources If we complete a business combination, we may repay such Working Capital Loans out of the proceeds of the trust account released to us. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such Working Capital Loans, but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the private placement warrants. As of March 31, 2024 and ~~December~~Going ~~31, 2023, there were no amounts outstanding under any Working Capital Loans.~~ Concern

For Onthe ~~February~~six 7months ended June 30, ~~2023~~2024, wenet ~~issued~~cash ~~the~~used ~~Extension~~in ~~Note~~operating activities was $462,755. ~~evidencing~~Net ~~the~~loss ~~Extensions~~of ~~Loans~~$260,254 ~~pursuant~~was toaffected ~~which~~by ~~the~~interest earned ~~sponsor~~on ~~deposited~~cash ~~monthly~~held ~~principal~~in ~~amounts~~the trust account of $~~120~~352,~~000~~206. ~~into~~Changes ~~the~~in ~~trust~~operating ~~account~~assets ~~from~~and ~~February~~liabilities 7provided $149,705 ~~2023~~in ~~until~~cash ~~August~~for ~~7, 2023.~~operating activities.

For ~~On November 3, 2023, we entered into~~ the ~~Restated~~six ~~Note~~months toended ~~increase~~June ~~the~~30, ~~aggregate~~2023, ~~principal~~cash ~~amount~~used ofin ~~the~~operating ~~Extension~~activities ~~Note~~was to $1311,~~470,000~~922. ~~Amounts~~Net ~~drawn~~income ~~down under the Restated Note will be repayable by the company upon consummation~~ of an$479,534 ~~initial~~was ~~business~~affected ~~combination. If we do not consummate an initial business combination~~ by ~~November~~interest 5,earned on ~~2024,~~marketable ~~the~~securities ~~Restated Note will be repaid only from funds~~ held ~~outside~~in of the ~~trust~~Trust ~~account~~Account ~~or will be forfeited, eliminated or otherwise forgiven. The Restated Note may be drawn down by us from time to time prior to the consummation~~ of ~~our initial business combination. The Restated Note does not bear interest~~$1,843,452 ~~matures on the date of consummation the business combination~~ and isunearned ~~subject~~loss toon ~~customary~~marketable ~~events~~securities of ~~default~~$6,775. AsChanges ofin ~~March~~operating assets ~~31,~~and ~~2024,~~liabilities ~~the~~provided ~~company has an outstanding balance of~~ $1,~~435~~045,~~000~~221 ~~under~~of ~~the~~cash ~~Restated~~for ~~Note~~operating activities.

As ~~We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate~~ of ~~the~~June ~~costs of identifying a target business~~30, ~~undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so~~2024, we ~~may~~had ~~have~~cash ~~insufficient~~outside ~~funds available to operate~~ our ~~business~~trust ~~prior~~account ~~to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number~~ of ~~our public shares upon consummation of our business combination~~$26, ~~in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws~~410, weavailable ~~would~~for ~~only~~working ~~complete~~capital ~~such financing simultaneously with the completion of our business combination~~needs. IfAll weremaining ~~are~~cash ~~unable~~was toheld in ~~complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate~~ the trust account. Inand ~~addition,~~is ~~following~~generally ~~our~~unavailable ~~business~~for ~~combination,~~our ~~if cash on hand is insufficient~~use, weprior ~~may need~~ to ~~obtain~~an ~~additional~~initial ~~financing~~business ~~in order to meet our obligations~~combination.

In ~~The~~order ~~company~~to isfund ~~within~~working 12capital ~~months~~deficiencies ofor ~~its~~finance ~~mandatory~~transaction ~~liquidation~~costs asin ofconnection ~~the~~with ~~date~~a ofbusiness ~~filing~~combination, ~~this~~our ~~Annual~~sponsor ~~Report.~~or Inan affiliate ~~connection~~of ~~with~~our ~~the~~sponsor ~~company’s~~or ~~assessment~~certain of ~~going~~our ~~concern~~officers ~~considerations~~and indirectors ~~accordance~~may, ~~with~~but ~~Accounting~~are ~~Standards~~not ~~Update~~obligated to, loan us funds as may be required (“~~ASU~~Working Capital Loans”). ~~2014-15~~If we complete a business combination, ~~“Disclosures~~we may repay such Working Capital Loans out of ~~Uncertainties~~the ~~about~~proceeds anof ~~Entity’s~~the ~~Ability~~trust account released to ~~Continue~~us. asIn the event that a ~~Going~~business ~~Concern~~combination does not close,” ~~the~~we ~~mandatory~~may ~~liquidation~~use ~~raises~~a ~~substantial~~portion ~~doubt~~of ~~about~~the working capital held outside the ~~company’s~~trust ~~ability~~account to ~~continue~~repay assuch aWorking ~~going~~Capital ~~concern~~Loans, ~~until~~but ~~the~~no ~~earlier~~proceeds from our trust account would be used for such repayment. Up to $1,500,000 of ~~the~~such ~~consummation~~Working Capital Loans may be convertible into warrants, at a price of ~~the~~$1.00 ~~business~~per ~~combination~~warrant, orat the ~~date~~option of the ~~company~~lender. The iswarrants ~~required~~would be identical to ~~liquidate~~the private placement warrants. As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans.

On February 7, 2023, we issued the Extension Note, evidencing the Extensions Loans, pursuant to which the sponsor deposited monthly principal 22 amounts of $120,000 into the trust account from February 7, 2023 until August 7, 2023.

On November 3, 2023, we entered into the Restated Note to increase the aggregate principal amount of the Extension Note to $1,470,000. Amounts drawn down under the Restated Note will be repayable by the company upon consummation of an initial business combination. If we do not consummate an initial business combination by November 5, 2024, the Restated Note will be repaid only from funds held outside of the ~~Off-Balance~~trust ~~Sheet~~account ~~Arrangements~~or will be forfeited, eliminated or otherwise forgiven. The Restated Note may be drawn down by us from time to time prior to the consummation of our initial business combination. The Restated Note does not bear interest, matures on the date of consummation the business combination and is subject to customary events of default. As of June 30, 2024, the company has an outstanding balance of $1,830,000 under the Restated Note. On August 13, 2024, the Restated Note was further amended and restated to increase the maximum aggregate principal amount that may borrowed thereunder to $2,270,000.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, Weif our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have noinsufficient ~~obligations~~funds available to operate our business prior to our business combination. Moreover, ~~assets~~we may need to obtain additional financing either to complete our business combination or ~~liabilities~~because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only becomplete ~~considered~~such ~~off-balance~~financing ~~sheet~~simultaneously ~~arrangements~~with asthe completion of ~~March~~our 31business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, ~~2024~~we will be forced to cease operations and liquidate the trust account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

The company is within 12 months of its mandatory liquidation as of the date of filing this Annual Report. 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 Ability to Continue as a Going Concern,” the mandatory liquidation raises substantial ~~Contractual~~doubt ~~Obligations~~about the company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the company is required to liquidate.

~~As of March 31, 2024, we did not have any long-term debt, capital or operating lease obligations.~~ 21

Off-Balance ~~The~~Sheet underwriters are entitled to deferred underwriting commissions upon the closing of an initial business combination, the deferred underwriting commissions will be paid to the underwriters as follows based on the percentage of redemptions of Class A ordinary shares by public shareholders: (1) 80% or more redemptions: $3,000,000 in cash and $2,640,000 in Class A ordinary shares (at $10 per share), (2) 70% or more, but less than 80% redemptions: $3,880,000 in cash and $1,760,000 in Class A ordinary shares (at $10 per share), (3) 60% or more, but less than 70% redemptions: $4,760,000 in cash and $880,000 in Class A ordinary shares (at $10 per share), and (4) less than 60% redemptions: $5,640,000 in cash and $0 in Class A ordinary shares. Arrangements

We ~~Critical~~have ~~Accounting~~no ~~Estimates~~ obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2024.

Contractual The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Obligations

As ~~Recent~~of ~~Accounting~~June ~~Pronouncements~~ 30, 2024, we did not have any long-term debt, capital or operating lease obligations.

The underwriters are entitled to deferred underwriting commissions upon the closing of an initial business combination, the deferred underwriting ~~Management~~commissions ~~does~~will ~~not~~be ~~believe~~paid ~~that~~to ~~any~~the ~~recently~~underwriters ~~issued~~as follows based on the percentage of redemptions of Class A ordinary shares by public shareholders: (1) 80% or more redemptions: $3,000,000 in cash and $2,640,000 in Class A ordinary shares (at $10 per share), (2) 70% or more, but ~~not~~less than ~~effective~~80% redemptions: $3,880,000 ~~accounting~~in ~~standards~~cash and $1,760,000 ifin ~~currently~~Class ~~adopted~~A ordinary shares (at $10 per share), ~~would~~(3) ~~have~~60% aor ~~material~~more, ~~effect~~but onless ~~the~~than 70% ~~company’s~~redemptions: ~~unaudited~~$4,760,000 ~~condensed~~in ~~financial~~cash ~~statements.~~and $880,000 in Class A ordinary shares (at $10 per share), and (4) less than 60% redemptions: $5,640,000 in cash and $0 in Class A ordinary shares.

Critical ~~JOBS~~Accounting ~~Act~~ Estimates

The Onpreparation ~~April~~of 5,unaudited ~~2012,~~condensed ~~the~~financial ~~JOBS~~statements ~~Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company”~~ and ~~under~~related ~~the~~disclosures ~~JOBS~~in ~~Act~~conformity ~~are allowed to comply~~ with ~~new or revised~~ accounting ~~pronouncements~~principles ~~based~~generally onaccepted in the ~~effective~~United ~~date~~States ~~for~~requires ~~private~~management ~~(not~~to ~~publicly~~make ~~traded)~~estimates ~~companies.~~and Weassumptions ~~are~~that ~~electing~~affect ~~to delay~~ the ~~adoption~~reported amounts of ~~new~~assets ~~or revised accounting standards,~~ and ~~as a result~~liabilities, disclosure weof ~~may~~contingent ~~not~~assets ~~comply~~and ~~with~~liabilities ~~new~~at ~~or revised accounting standards on~~ the ~~relevant~~date ~~dates on which adoption~~ of ~~such~~the ~~standards~~unaudited iscondensed ~~required for non-emerging growth companies. As a result, our~~ financial statements, ~~may~~and ~~not~~income beand ~~comparable~~expenses during tothe ~~companies~~periods ~~that~~reported. ~~comply~~Actual ~~with~~results ~~new~~could ormaterially ~~revised~~differ ~~accounting~~from ~~pronouncements~~those ~~as of public company effective dates~~estimates.

Recent Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the report of independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier. Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect 23 on the company’s unaudited condensed financial statements.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~JOBS Act

On WeApril ~~are~~5, a2012, ~~smaller~~the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting ~~company~~requirements for qualifying public companies. We qualify as ~~defined~~an by“emerging ~~Rule~~growth ~~12b-2~~company” ofand under the ~~Exchange~~JOBS Act ~~and~~ are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not ~~required~~publicly traded) companies. We are electing to ~~provide~~delay the ~~information~~adoption ~~otherwise~~of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required ~~under~~for ~~this~~non-emerging ~~Item~~growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~Item~~Additionally, we 4are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. ~~Controls~~Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and ~~Procedures~~Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the report of independent registered public accounting firm providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~Evaluation of Disclosure Controls and Procedures~~ 22

Item Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act3. ~~Based~~Quantitative ~~on this evaluation, outside of the disclosed below, our principal executive officer~~ and ~~principal~~Qualitative ~~financial~~Disclosures ~~officer~~About ~~have~~Market ~~concluded that, as of the evaluation date, our disclosure controls and procedures were not effective~~Risk. Management previously identified a material weakness in internal controls related to the accounting for accruals that has not yet been remediated. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our condensed financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding the accounting for accruals. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

We ~~Disclosure controls and procedures~~ are ~~designed~~a tosmaller ~~ensure~~reporting ~~that~~company ~~information~~as ~~required~~defined ~~to be disclosed~~ by usRule in12b-2 ~~our~~of the Exchange Act ~~reports is recorded, processed, summarized,~~ and ~~reported~~are ~~within~~not ~~the~~required ~~time~~to ~~periods~~provide ~~specified in~~ the ~~SEC’s rules and forms, and that such~~ information isotherwise required ~~accumulated~~under ~~and~~this communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosureItem.

Item ~~Changes~~4. inControls ~~Internal~~and ~~Control over Financial Reporting~~ Procedures.

Evaluation ~~There~~of ~~was~~Disclosure noControls ~~change~~and in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2024 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, 25we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, outside of the disclosed below, our principal executive officer and principal financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures were not effective. Management previously identified a material weakness in internal controls related to the accounting for accruals that has not yet been remediated. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our condensed financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding the accounting for accruals. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is ~~PART~~accumulated IIand –communicated ~~OTHER~~to ~~INFORMATION~~our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Item~~Changes in 1.Internal ~~Legal~~Control ~~Proceedings~~over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2024 covered by ~~None.~~this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Item 1A. Risk Factors.~~23

PART AsII of– ~~the~~OTHER date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K, filed with the SEC on March 29, 2024, except for the below risk factor. We may disclose changes to such risk factors or disclose additional risk factors from time to time in future filings with the SEC. INFORMATION

Item ~~Nasdaq~~1. ~~may~~Legal ~~delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.~~ Proceedings

~~We cannot assure that our shares will continue to be listed on Nasdaq in the future or prior to our initial Business Combination~~None. On October 24, 2023, the Company received the Round Lot Notice from the Staff notifying the Company that, since the Company’s Form 10-Q for the period ended June 30, 2023 reported total holders below the round lot holder requirement under Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain a minimum of 400 public holders, the Company no longer complies with Nasdaq’s Listing Rules. On December 7, 2023, the Staff granted the Company an extension to regain compliance with Nasdaq Listing Rule 5450(a)(2) on or before April 22, 2024.

Item On April 5, 2024, the Company received the MVPHS Notice from the Staff notifying the Company that it did not meet the $15,000,000 minimum market value of publicly held shares required to maintain continued listing as set forth in the MVPHS Rule for the 30-business day period ended April 3, 20241A. ~~Under~~Risk ~~applicable Nasdaq rules, the Company will have 180 calendar days from the date of the MVPHS Notice, or until October 2, 2024, to regain compliance by meeting the continued listing requirements~~Factors. Specifically, the market value of the Company's publicly held shares must close at $15,000,000 or more for a minimum of 10 consecutive business days. If the Company is unable to regain compliance with the MVPHS Rule by October 2, 2024, the Company will receive written notification from Nasdaq that the Company’s securities are subject to delisting. The Company may, at that time, request a hearing to appeal the delisting determination, which appeal will ordinarily suspend such delisting determination until a decision is issued by Nasdaq subsequent to the hearing. There can be no assurance that any such appeal would be successful.

As Onof ~~April 5, 2024,~~ the ~~Company~~date ~~also~~of ~~received~~this ~~the~~Quarterly ~~Public Float Notice from the Staff~~Report, ~~notifying~~there ~~the~~have ~~Company~~been ~~that it~~ no ~~longer~~material ~~met~~changes ~~the minimum 1,100,000 publicly held shares required~~ to ~~maintain~~the ~~continued~~risk ~~listing~~factors asdisclosed ~~set forth~~ in ~~the~~our ~~Public~~Annual ~~Float~~Report ~~Standard.~~on ~~Under applicable Nasdaq rules~~Form 10-K, ~~the~~filed ~~Company will have 45 calendar days to provide Nasdaq a plan to regain compliance~~ with the ~~continued~~SEC ~~listing~~on ~~requirements~~March 29, ~~and then~~2024, ifexcept for the ~~plan~~below isrisk ~~accepted~~factor, anwhich ~~additional~~amends upand torestates ~~180 calendar days from~~ the ~~date~~risk offactor ~~the~~included ~~Public~~in ~~Float~~our Quarterly ~~Notice,~~Report oron ~~until~~Form ~~October~~10-Q 2,for ~~2024, to regain compliance with~~ the ~~Public~~three ~~Float~~months ~~Standard.~~ended IfMarch ~~the plan is not accepted~~31, ~~under~~2024. ~~Nasdaq~~We ~~Listing Rule 5815(a), the Company~~ may ~~appeal~~disclose ~~the~~changes ~~decision~~ to asuch ~~Hearings~~risk ~~Panel.~~factors ~~There~~or ~~can~~disclose beadditional risk nofactors ~~assurance~~from ~~that~~time ~~any~~to ~~such~~time ~~appeal~~in ~~would~~future befilings ~~successful~~with the SEC.

Nasdaq Inmay ~~connection~~delist ~~with~~our ~~the~~securities ~~foregoing~~from ~~and~~trading ~~the~~on ~~previously~~its ~~disclosed Round Lot Notice~~exchange, ~~the~~which ~~Company~~could ~~submitted~~limit aninvestors’ ~~application~~ability ~~for~~to amake ~~transfer~~transactions ~~from~~in ~~the~~our ~~Nasdaq~~securities and ~~Global~~subject ~~Market~~us to ~~the~~additional ~~Nasdaq~~trading ~~Capital Market on April 8, 2024~~restrictions.

We are listed on the Nasdaq Capital Market. Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement, which, in our case, would be November 2, 2024 (the “Nasdaq Deadline”). On ~~April~~January 2629, 2024, we held the Third Extension Meeting at which the Company’s ~~received~~shareholders ~~written~~approved ~~notice~~a ~~from~~proposal to amend the ~~Staff~~Articles. The ~~stating~~Third ~~that~~Extension Amendment Proposal amended the ~~Staff~~date ~~had~~by ~~approved~~which the Company’s ~~application~~has to ~~transfer~~consummate a business combination from February 7, 2024 to November 5, 2024. This extension extends the ~~listing~~life of the Company’s ~~Securities~~past ~~from~~the Nasdaq Deadline. As a result, the extension does not comply with Nasdaq ~~Global~~IM-5101-2, ~~Market~~and there is a risk that trading in our securities may be suspended and our securities may be subject to delisting by Nasdaq. Further, in order to be able to consummate an initial business combination, we will likely need to hold another extension meeting to further extend the date the Company has to consummate a business combination until it is required to liquidate. Such an extension would increase the risk of delisting action by Nasdaq. ~~Capital~~Though ~~Market~~Nasdaq provides for an appeals process related to delisting procedures, any appeal related to contravention of the Nasdaq Deadline is unlikely to be successful if we do not have an executed definitive agreement for an initial business combination at such time. ~~The~~As ~~Class~~of Athe ~~ordinary~~date ~~shares~~of this of Quarterly Report on Form 10-Q for the six months ended June 30, ~~warrants~~2024, we have not entered into any definitive agreement for an initial business combination, and ~~units~~there can be no assurances that we will ~~continue~~be able to ~~trade~~do ~~under~~so prior to the ~~symbols~~Nasdaq ~~“ONYX,”~~Deadline ~~“ONYXW,”~~or ~~and~~November ~~“ONYXU~~5,” ~~respectively~~2024, ~~and~~the ~~trading~~date by which we are required to liquidate under the terms of the ~~Company’s~~Articles ~~Securities~~as currently in effect. Further, the entry into a definitive agreement for an initial business combination does not guarantee that any such appeal would be successful or that we will not be ~~unaffected~~delisted by ~~the transfer~~Nasdaq. ~~The~~We cannot assure you that Nasdaq ~~Capital~~will ~~Market~~not ~~operates~~suspend or indelist ~~substantially~~our ~~the~~securities ~~same~~following ~~manner~~any assuch ~~the~~appeal (whether or not we have entered into a definitive agreement for an initial business combination), or that we will be able to maintain compliance with other applicable Nasdaq ~~Global~~rules ~~Market~~in the future.

If ~~There~~Nasdaq ~~can~~delists beour noshares ~~assurance~~from ~~that~~trading ~~the~~on ~~Company~~its ~~will~~exchange beand we are not able to ~~maintain~~list ~~compliance~~our ~~with~~shares ~~the~~on ~~listing~~another ~~requirements~~national ofsecurities ~~the~~exchange, we ~~Nasdaq~~expect ~~Capital~~our ~~Market~~shares could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

If● ~~Nasdaq~~a ~~delists~~limited ~~our~~availability ~~shares~~of ~~from~~market ~~trading~~quotations onfor ~~its exchange and we are not able to list~~ our ~~shares on another national~~ securities ~~exchange, we expect our shares could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:~~ ;

•● areduced ~~limited~~liquidity ~~availability of market quotations~~ for our securities;

•● a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced ~~liquidity~~level of trading activity in the secondary trading market for our securities;

•● a ~~determination~~limited ~~that~~amount ~~our~~of ~~Class~~news ~~A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules~~ and ~~possibly~~analyst ~~result in a reduced level of trading activity in the secondary trading market for our securities~~coverage; and

•● a ~~limited~~decreased ~~amount~~ability ofto ~~news~~issue ~~and~~additional ~~analyst~~securities ~~coverage;~~or ~~and~~obtain additional financing in the future.

~~• a decreased ability to issue additional securities or obtain additional financing in the future.~~24

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Units, Class A ordinary shares and public warrants are listed on Nasdaq, our Units, Class A ordinary shares and public warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

Item 26 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Item 2~~None. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

Item ~~On January 29, 2024, we held the Third Extension Meeting at which the company’s shareholders approved a proposal to amend the Articles~~3. ~~The~~Defaults ~~Third~~Upon ~~Extension~~Senior Amendment Proposal amended the date by which the company has to consummate a business combination from February 7, 2024 to November 5, 2024. In connection with the vote to approve the Third Extension Amendment Proposal, holders of 678,865 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $7.6 million. As a result, $7,553,041 was removed from the Trust Account to pay such holders and 1,332,961 Class A ordinary shares (excluding 6,612,500 converted founder shares) remained outstanding, for a total of 7,945,461 shares outstanding. Securities

~~Item 3~~None. ~~Defaults Upon Senior Securities~~

Item ~~None~~4. Mine Safety Disclosures

~~Item 4~~Not applicable. ~~Mine Safety Disclosures~~

Item ~~Not applicable~~5. Other Information

~~Item 5~~None. ~~Other Information~~

~~None.~~ 25

Item 27 6. Exhibits.

Item 6. Exhibits.

Exhibit Number		Description
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021)
3.2		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on January 27, 2023).
3.3		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on July 24, 2023).
3.4		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on January 31, 2024).
4.1		Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021)
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

Exhibit Number		Description
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021)
3.2		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on January 27, 2023).
3.3		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on July 24, 2023).
3.4		Amendment to Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on January 31, 2024).
4.1		Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K (File No. 001-41003), filed with the SEC on November 8, 2021)
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

*	Filed herewith.

* ~~Filed herewith.~~ ** Furnished.

28 26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this ~~23rd~~14th day of ~~May~~August, 2024.

	ONYX ACQUISITION CO. I
Date: May 23, 2024	By:	/s/ Michael Stern
Date: August 14, 2024	By:	/s/ Michael Stern
	Name:	Michael Stern
	Title:	Director, Chairman and Chief Executive Officer

29 27

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