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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

~~(Mark~~☒ Annual ~~One~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☒For ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~years TOended ~~SECTION 13~~March OR31, ~~15(d) OF~~2025 ~~THE~~and ~~SECURITIES EXCHANGE ACT OF 1934~~2024

~~For~~☐ Transition Report Pursuant to Section 13 or 15(d) of the ~~fiscal~~Securities ~~year~~Exchange ~~ended~~Act ~~March 31,~~of ~~2023~~1934

orFor the transition period from ___________ to ____________

☐Commission ~~TRANSITION~~File ~~REPORT~~Number ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~001-41108

~~For~~Piermont ~~the~~Valley ~~transition~~Acquisition ~~period~~Corp ~~from to~~ (Exact name of registrant as specified in its charter)

Commission file number: 001-41108

Cayman Islands		98-1598114
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

~~Capitalworks~~732 ~~Emerging~~6th ~~Markets~~Street, ~~Acquisition Corp~~#5386

~~(Exact~~Las ~~name~~Vegas, ofNV ~~registrant as specified in its charter)~~89101

Cayman Islands		98-1598114
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1345 Avenue of the Americas, 11th FloorNew York, New York		10105
(Address of principal executive offices)		(Zip Code)

(Address of Principal Executive Offices) (Zip Code)

(929) 792-5788

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code: (202~~Code) ~~320-4822~~

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one Warrant	CMCAU	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant	CMCAU	None
Class A Ordinary Shares, par value $0.0001 per share	CMCA	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	CMCAF	None
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share	CMCAW	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	CMCAW	None

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

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or ~~Section~~ 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the ~~Securities~~ Exchange Act of 1934 during the ~~preceding~~past 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~~requirement for the past 90 days. Yes ~~☒ No~~ ☐ 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~~ ☐ No ☒

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

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

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

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

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

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

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

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the ~~outstanding shares of the~~ registrant’s ~~Class~~is Aa ~~Ordinary~~shell ~~Shares,~~company ~~other~~(as ~~than~~defined ~~shares~~in ~~held by persons who may be deemed affiliates~~ Rule 12b-2 of the ~~registrant,~~Exchange ~~computed~~Act). byYes ~~reference~~☒ No ~~to the closing price for the Class A Ordinary Shares on September 30, 2022, as reported on the Nasdaq Stock Market LLC was $232,530,000.~~☐

AsThe ofregistrant’s ~~July~~ordinary ~~14,~~shares ~~2023,~~are ~~there~~not ~~were~~publicly ~~9,998,396 Class A Ordinary Shares, par value $0~~traded.~~0001~~ ~~per share~~Accordingly, ~~and~~there ~~one~~is no market ~~Class B Ordinary Share, par~~ value ~~$0.0001~~for ~~per share, of~~ the registrant’s ~~issued~~ordinary ~~and outstanding~~shares.

As of January 8, 2026, there were 5,952,885 of the Registrant’s Class A ordinary shares, par value $0.0001 per share, and 1 of the Registrant’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Documents Incorporated by Reference: None.

PIERMONT VALLEY ACQUISITION CORP

~~Table of Contents~~FORM 10-K

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		PAGE
PART I
PART I
Item 1.	Business		5
Item 1.	Business.	1
Item 1A.	Risk Factors		16
Item 1A.	Risk Factors.	19
Item 1B.	Unresolved Staff Comments		45
Item 1B.	Unresolved Staff Comments.	23
Item 1C.	Cybersecurity		45
Item 2.	Properties.	23	45
Item 3.	Legal Proceedings.	23	45
Item 4.	Mine Safety Disclosures.	23	45

PART II
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		46
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	24
Item 6.	[Reserved]		48
Item 6.	[Reserved]	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		48
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		54
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	30
Item 8.	Financial Statements and Supplementary Data		54
Item 8.	Financial Statements and Supplementary Data.	30
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures		54
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	31
Item 9A.	Controls and Procedures		54
Item 9A.	Controls and Procedures.	31
Item 9B.	Other Information		56
Item 9B.	Other Information.	32
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		56
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	32
PART III

Item 10.	Directors, Executive Officers and Corporate Governance
PART III
Item 11.	Executive Compensation		60
Item 10.	Directors, Executive Officers and Corporate Governance.	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		60
Item 11.	Executive Compensation.	37
Item 13.	Certain Relationships and Related Transactions, and Director Independence		61
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	38
Item 14.	Principal Accountant Fees and Services		63
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	40
PART IV
Item 14.	Principal Accountant Fees and Services.	42
Item 15.	Exhibits, Financial Statement Schedules		64

Item 16.	Form 10-K Summary		64
PART IV
Item 15.	Exhibit and Financial Statement Schedules.	43
Item 16.	Form 10-K Summary.	43

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EXPLANATORY NOTE

Piermont Valley Acquisition Corp (“Piermont,” “we,” “our,” “us,” “our Company” or “the Company”) is filing this comprehensive annual report on Form 10-K for the fiscal years ended March 31, 2025 and 2024 (the “Comprehensive Form 10-K”) as part of its efforts to become current in its filing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Comprehensive Form 10-K is our first periodic filing with the Securities and Exchange Commission (the “SEC”) since the filing of our quarterly report on Form 10-Q for the quarter ended September 30, 2023. This Comprehensive Form 10-K contains our audited financial statements as of and for the years ended March 31, 2025 and 2024 and our unaudited financial statements (including balance sheet, results of operations and cash flow information) for the quarters ended June 30, 2024, September 30, 2024 and December 31, 2024 and, in order to provide complete comparative information, includes the previously issued audited financial statements for the fiscal years ended March 31, 2024 and 2023 without accompanying notes . Because of the amount of time that has passed since our last periodic report was filed with the SEC, discussion relating to our business and related matters is focused on our more recent periods and may also include certain information for periods after March 31, 2025.

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K or the context otherwise requires, references to:

· “amended and restated memorandum and articles of association” refers to our Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time; · “Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; · “founder shares” refers to our Class B ordinary shares initially issued to our prior sponsor in a private placement prior to our Initial Public Offering and the Class A ordinary shares that are or were issued upon the conversion of such Class B ordinary shares (for the avoidance of doubt, such Class A ordinary shares are and will not be “public shares”); · “Initial Public Offering” or “IPO” refers to our offering on December 3, 2021 of 23,000,000 units (which includes an additional 3,000,000 units sold pursuant to the full exercise of the underwriter’s over-allotment option) at a price of $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of one redeemable warrant; · “initial shareholders” refers to each current holder of founder shares; · “management” or our “management team” refers to our executive officers and directors; · “new sponsor” or “Purchaser” refers to Valleypark Road, LLC, a Delaware limited liability company; · “ordinary shares” refers to our Class A ordinary shares and our Class B ordinary shares; · “prior sponsors” refers to Vikasati Partners LLC and CEMAC Sponsor LP; · “public shares” refers to our Class A ordinary shares sold as part of the units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); · “public shareholders” refers to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; · “sponsor” refers collectively to the prior sponsors and new sponsor; · “we,” “us,” “our,” “Company,” “our company” or “Piermont” refers to Piermont Valley Acquisition Corp, a Cayman Islands exempted company.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS; SUMMARY OF RISK FACTORS

Certain statements in this Annual Report on Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

· our ability to select an appropriate target business or businesses; · our ability to complete our initial business combination; · our expectations around the performance of the prospective target business or businesses; · our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; · our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; · our potential ability to obtain additional financing to complete our initial business combination; · our pool of prospective target businesses; · the ability of our officers and directors to generate a number of potential acquisition opportunities; · our public securities’ potential liquidity and trading; · the lack of a market for our securities; · the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; · the Trust Account not being subject to claims of third parties; or · our financial performance.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this Annual Report entitled “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

● our ability to complete our Initial Business Combination, including the Lexasure Business Combination;

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

● our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Initial Business Combination, as a result of which they would then receive expense reimbursements;

● our potential ability to obtain additional financing to complete our Initial Business Combination;

● the ability of our officers and directors to generate a number of potential acquisition opportunities;

● our pool of prospective target businesses;

● our public securities’ potential liquidity and trading;

● the lack of a market for our securities;

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

● our financial performance.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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

● “2023 Extraordinary Meeting” are to the extraordinary general meeting of shareholders of the Company (as defined below) held on May 23, 2023;

● “Alternative Closing” are to the scenario were the Lexasure Business Combination Agreement (as defined below) is terminated in accordance with its terms and we consummate another transaction constituting an Initial Business Combination, upon the consummation of such Initial Business Combination;

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● “Amended and Restated Memorandum and Articles of Association” are to the amended and restated memorandum and articles of association of the Company, as further amended at the 2023 Extraordinary Meeting;

● “ASC” are to the FASB (as defined below) Accounting Standards Codification;

● “ASU” are to the FASB Accounting Standards Update;

● “Board of Directors” or “Board” are to the board of directors of the Company;

● “Capitalworks” are to Capitalworks Investment Partners International Limited and its affiliates;

● “Class A Ordinary Shares” are to the Class A ordinary shares of the Company, par value $0.0001 per share;

● “Class B Ordinary Shares” are to the Class B ordinary shares of the Company, par value $0.0001 per share;

● “Combination Period” are to the 27-month period, from the closing of the Initial Public Offering (as defined below) to March 3, 2024 (or such earlier date as determined by the Board) as extended by the Extension (as defined below), unless further extended pursuant to our Amended and Restated Memorandum and Articles of Association, that we have to consummate our Initial Business Combination;

● “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

● “Company,” “our Company,” “we” or “us” are to Capitalworks Emerging Markets Acquisition Corp, a Cayman Islands exempted company;

● “Company Merger Sub” are to Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco (as defined below);

● “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as defined below);

● “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System;

● “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

● “Extension” are to the extension of the date by which we must consummate our Initial Business Combination from June 3, 2023 to March 3, 2024 (or such earlier date as determined by our Board), as approved by the shareholders of the Company at the 2023 Extraordinary Meeting;

● “Extension Non-Redemption Agreements” are to the non-redemption agreements we entered into with the Sponsor (as defined below) and the NRA Holders (as defined below) in connection with the 2023 Extraordinary Meeting;

● “FASB” are to the Financial Accounting Standards Board;

● “FINRA” are to the Financial Industry Regulatory Authority;

● “Forward Purchase Agreement” are to the forward purchase agreement, dated as of June 15, 2021 and as amended March 1, 2023, by and between us and the Forward Purchase Investor (as defined below) providing for the sale of the Forward Purchase Units (as defined below) in a private placement to occur substantially concurrently with the closing of our Initial Business Combination;

● “Forward Purchase Investor” are to Camber Base, LLC, an affiliate of Brown University;

iii

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● “Forward Purchase Securities” are to the Forward Purchase Units, Forward Purchase Shares (as defined below) and Forward Purchase Warrants (as defined below);

● “Forward Purchase Shares” are to our Class A Ordinary Shares to be issued pursuant to the Forward Purchase Agreement;

● “Forward Purchase Units” are to the units to be sold pursuant to the Forward Purchase Agreement;

● “Forward Purchase Warrants” are to warrants to purchase Class A Ordinary Shares to be issued pursuant to the Forward Purchase Agreement;

● “Founder Conversion” are to the conversion of 5,749,999 Class B Ordinary Shares initially purchased by our Sponsor in the Private Placement (as defined below) into Class A Ordinary Shares on a one-for-one basis at the election of our Sponsor on May 23, 2023;

● “Founder Registration Rights Agreement” are to the registration rights agreement, dated November 30, 2021, by and between the Company, the Sponsor and certain securityholders in connection with the Initial Public Offering;

● “Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor in the Private Placement (and the Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Initial Business Combination as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below));

● “GAAP” are to the accounting principles generally accepted in the United States of America;

● “Initial Business Combination” are to the merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and the Company;

● “Initial Public Offering” or “IPO” are to the initial public offering that was consummated by the Company on December 3, 2021;

● “Initial Shareholders” are to holders of our Founder Shares prior to our Initial Public Offering;

● “Investment Company Act” are to the Investment Company Act of 1940, as amended;

● “IPO Promissory Note” are to unsecured promissory note issued by us to the Sponsor on May 12, 2021, pursuant to which we could borrow up to an aggregate principal amount of $300,000;

● “IPO Prospectus” are to the final Prospectus, filed in connection with our Initial Public Offering pursuant to Rule 424(b)(4) with the SEC on December 2, 2021 (File No. 333-260513);

● “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on October 27, 2021, as amended, and declared effective on November 30, 2021 (File No. 333-260513);

● “Lexasure” are to Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares, together with its successors;

● “Lexasure Business Combination” are to the transactions contemplated by the Lexasure Business Combination Agreement;

● “Lexasure Business Combination Agreement” are to the Business Combination Agreement, dated as of March 1, 2023, by and among the Company, Lexasure, Pubco, the Merger Subs (as defined below), the SPAC Representative (as defined below) and the Seller Representative (as defined below);

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● “Lexasure Loan” are to the funds Lexasure has agreed to loan us for reasonable amounts that we are obligated to deposit into the Trust Account in connection with the Extension and related expenses such as the filing of an additional Quarterly Report on Form 10-Q, up to a maximum of $600,000;

● “Lexasure Registration Statement” are to the Registration Statement on Form F-4, which will include a proxy statement/prospectus prepared by the Company and Pubco, to be filed by Pubco with the SEC in connection with the Lexasure Business Combination;

● “Management” or our “Management Team” are to our executive officers and directors;

● “Marcum” are to Marcum LLP, our independent registered public accounting firm;

● “Merger Subs” are to the Company Merger Sub and the SPAC Merger Sub;

● “Nasdaq” are to the Nasdaq Stock Market LLC;

● “NRA Holders” are to certain unaffiliated third parties with whom we entered into the Extension Non-Redemption Agreements along with the Sponsor;

● “NRA Forfeited Shares” are to the Class B Ordinary Shares the Sponsor will surrender and forfeit to us, for no consideration in connection with the Extension Non-Redemption Agreements;

● “Ordinary Resolution” are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the Company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;

● “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares;

● “PCAOB” are to the Public Company Accounting Oversight Board (United States);

● “Private Placement” are to the private placement of warrants that occurred simultaneously with the closing of our Initial Public Offering;

● “Private Placement Warrants” are to the warrants issued to our Sponsor in the Private Placement and upon conversion of Working Capital Loans or extension loans, if any;

● “Pubco” are to Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares;

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

● “Public Shares” are to the Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

● “Public Warrants” are to (i) the Warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market) and (ii) any Private Placement Warrants or Warrants issued upon conversion of Working Capital Loans or extension loans that are transferred to third parties that are not our Sponsor or its permitted transferees following consummation of our Initial Business Combination;

● “Report” are to this Annual Report on Form 10-K for the fiscal year ended March 31, 2023;

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● “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

● “SEC” are to the U.S. Securities and Exchange Commission;

● “Securities Act” are to the Securities Act of 1933, as amended;

● “Seller Representative” are to Ian Lim Teck Soon, an individual, in the capacity as the representative from and after the Effective Time (as defined below in “Item 1. Business”) for the former Lexasure shareholders;

● “SPAC Merger Sub” are to CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco;

● “SPAC Representative” are to the Sponsor in the capacity as the representative from and after the Effective Time for the shareholders of the Company and Pubco (other than the former Lexasure shareholders);

● “SPACs” are to special purpose acquisition companies;

● “Sponsor” are to CEMAC Sponsor LP, a Cayman Islands exempted limited partnership;

● “Trust Account” are to the U.S.-based trust account in which an amount of $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed following the closing of the Initial Public Offering;

● “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant;

● “Warrants” are to the warrants sold as part of the Units in the Initial Public Offering (whether they are purchased in the Initial Public Offering or thereafter in the open market), the Private Placement Warrants, including the Private Placement Warrants issued in connection with the underwriters’ exercise of their over-allotment option and any warrants issued upon conversion of Working Capital Loans or extension loans, if any;

● “WCL Agreement” are to the Loan Agreement, dated February 1, 2023, by and between us and the Sponsor with respect to the Working Capital Loan (as defined below) the Sponsor made to us of up to $1,500,000; and

● “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with an Initial Business Combination, the Initial Shareholders or an affiliate of the Initial Shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company.

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PART I

Item 1. Business

~~Item~~We 1are a blank check company incorporated as a Cayman Islands exempted company and 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”). We have reviewed, and continue to review, a number of opportunities to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We have neither engaged in any operations nor generated any operating revenue to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

~~Introduction~~On May 12, 2021, CEMAC Sponsor LP purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share.

WeOn ~~are~~December a3, ~~blank~~2021, ~~check~~we ~~company~~consummated ~~incorporated~~an asinitial apublic ~~Cayman~~offering ~~Islands~~of ~~exempted~~23,000,000 ~~company~~units ~~for~~(the “Units”), which included the ~~purpose~~exercise in full of ~~effecting~~the underwriter’s option to purchase an ~~Initial~~additional ~~Business~~3,000,000 ~~Combination~~Units at the Public Offering price to cover over-allotments, at a price of $10.00 ~~Our~~per ~~Sponsor~~Unit generating gross proceeds of $230.0 million before underwriting discounts and expenses (the “Public Offering”). Each “Unit” consists of one Class A ordinary share, ~~CEMAC~~par ~~Sponsor~~value LP$0.0001 per share (the “Class A ordinary shares”) and one-half of one redeemable warrant (the “Public Warrants”), iseach awhole ~~Cayman~~Public ~~Islands~~Warrant ~~exempted~~entitling ~~limited~~the ~~partnership~~holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Only whole Public Warrants may be exercised and no fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants may be traded.

~~While~~Simultaneously with the closing of the Public Offering, we ~~may~~completed ~~pursue~~the anprivate ~~acquisition~~sale ~~opportunity~~of inan ~~any~~aggregate ~~industry~~of or10,500,000 ~~sector~~warrants (~~other~~the ~~than~~“Private asPlacement ~~set~~Warrants” ~~forth~~and ~~herein)~~together with the Public Warrants, wethe ~~are~~“Warrants”), ~~focusing~~each ~~our~~exercisable ~~search~~to onpurchase ~~high-growth~~one ~~companies~~Class ~~operating~~A inordinary ~~select~~share ~~emerging~~for ~~markets~~$11.50 ~~(excluding~~per ~~China)~~share, ~~with~~subject ~~the~~to ~~ability~~adjustment, to ~~replicate~~CEMAC ~~their~~Sponsor ~~business~~LP, ~~models~~at ~~sustainably~~a ~~across~~price ~~other~~of ~~emerging~~$1.00 ~~markets~~per orPrivate ~~translate~~Placement ~~their~~Warrant. ~~products,~~The ~~services~~Public orWarrants ~~technologies~~will tobecome ~~developed~~exercisable ~~markets.~~30 ~~Sectors~~days ofafter ~~particular~~the ~~interest~~completion ~~include~~of ~~consumer~~a ~~and~~Business ~~consumer~~Combination; ~~technology,~~provided ~~financial~~that ~~and~~we ~~business~~have ~~services,~~an ~~healthcare,~~effective ~~and~~registration ~~technology,~~statement ~~media~~under ~~and~~the ~~telecom.~~Securities ~~Our~~Act ~~Management~~of ~~Team~~1933, ~~has~~as ~~deep~~amended ~~investment~~(the ~~and~~“Securities ~~operational~~Act”) ~~experience~~covering inthe ~~these~~Class ~~sectors.~~A Weordinary ~~will~~shares ~~not~~issuable ~~pursue~~upon orthe ~~consummate~~exercise anof ~~Initial~~the ~~Business~~Public ~~Combination~~Warrants ~~with~~and a ~~target~~current ~~(i)~~prospectus ~~whose~~relating ~~business~~to ~~activities~~them ~~can~~is beavailable ~~shown~~and tosuch beshares ~~supporting~~are ~~and~~registered, ~~facilitating~~qualified or exempt from registration under the ~~Sudanese~~securities, ~~government~~or inblue ~~its~~sky, ~~continuing~~laws ~~sponsorship~~of the state of ~~genocidal~~residence ~~actions~~of ~~and~~the ~~human~~holder ~~rights~~(or ~~violations~~holders inare ~~Darfur~~permitted ~~and/or~~to isexercise ~~“scrutinized”~~their byPublic ~~the~~Warrants ~~EIRIS~~on ~~Conflict~~a ~~Risk~~cashless ~~Network~~basis inunder ~~its~~certain ~~Sudan~~circumstances ~~Company~~as ~~Report,~~a ~~(ii)~~result ~~that~~of ~~manufactures~~our ~~tobacco~~failure ~~products,~~to inhave ~~each~~an ~~case~~effective atregistration statement by the ~~time~~60th ofbusiness ~~our~~day ~~Initial~~after ~~Business~~the ~~Combination~~closing orof ~~(iii~~the Business Combination), ~~that~~and ~~conducts~~will aexpire ~~majority~~five ofyears ~~its~~after ~~business~~the orcompletion isof ~~headquartered~~the inBusiness ~~China~~Combination ~~(including~~or ~~Hong~~earlier ~~Kong~~upon ~~and~~redemption ~~Macau)~~or liquidation.

~~Our~~We ~~Chief~~entered ~~Executive~~into ~~Officer~~the ~~and~~Forward ~~Chief~~Purchase ~~Financial~~Agreement, ~~Officer~~as ~~have~~amended, ~~over~~with 60Camber ~~years~~Base, LLC, an affiliate of ~~combined~~Brown ~~experience,~~University ~~including~~(the ~~investment~~“Forward ~~origination~~Purchase ~~and~~Investor”) ~~diligence~~pursuant to which the Forward Purchase Investor, ~~and~~or ~~investment~~any ~~and~~of ~~operating~~its ~~management~~subsidiaries or affiliates, may, at the sole written election of ~~private~~the ~~and~~Forward ~~public~~Purchase ~~corporations~~Investor, ~~across~~purchase ~~global~~up ~~emerging~~to ~~markets~~$20.0 ~~Our~~million ~~Chief~~Forward ~~Executive~~Purchase ~~Officer~~Units, ~~Roberta~~for ~~Brzezinski~~$10.00 per Forward Purchase Unit, isin a ~~World~~private ~~Bank~~placement ~~Group~~that ~~alumnae~~will ~~and~~close ~~prominent~~substantially ~~emerging~~concurrently ~~markets~~with ~~private~~the ~~equity~~closing ~~investor,~~of ~~with~~our ~~investment~~Initial ~~experience~~Business inCombination. ~~Asia,~~One ~~Central~~Forward ~~Europe~~Purchase ~~and~~Unit ~~Latin~~consists ~~America.~~of ~~Over~~one ~~the~~Forward ~~past~~Purchase 23Share ~~years,~~and Msone-half of one Forward Purchase Warrant. ~~Brzezinski~~The Forward Purchase Investor has ~~acted~~agreed inthat ait, ~~principal~~and ~~capacity~~any of its subsidiaries or ~~had~~affiliates ~~executive~~will ~~responsibility~~not ~~for~~redeem ~~over~~any $5Class ~~billion~~A Ordinary Shares held by any of them in ~~assets~~connection ~~under~~with ~~management~~the ~~across~~Initial 44Business ~~distinct~~Combination. ~~private~~Each ~~equity~~whole ~~investments~~Forward inPurchase ~~emerging~~Warrant ~~markets~~is ~~companies~~exercisable ~~and~~to ~~funds,~~purchase ~~with~~one aClass ~~return~~A onOrdinary ~~capital,~~Share ~~from~~at $11.50 per share. The Forward Purchase Warrants will have the ~~day~~same ofterms ~~investment~~as tothe Public Warrants and the ~~exit~~Forward ~~date,~~Purchase ofShares ~~2.6x~~will ~~(on~~be ~~average)~~identical onto ~~exited~~the ~~private~~Class ~~equity~~A ~~investments.~~Ordinary ~~These~~Shares ~~investments~~included ~~include,~~in ~~among~~the ~~others,~~Units ~~Coway~~sold ~~and~~in ~~JD.com~~the ~~(Asia)~~IPO, ~~Masterlease~~except ~~(Central~~the ~~Europe)~~Forward ~~and~~Purchase ~~Sura~~Shares ~~Asset~~will ~~Management~~be ~~(Latin~~subject ~~America).~~to ~~Our~~transfer ~~Chief~~restrictions ~~Financial~~and ~~Officer,~~certain ~~Herman~~registration Grights. ~~Kotzé,~~The ispurchase of the ~~former~~Forward ~~Chief~~Purchase ~~Executive~~Units ~~Officer~~may ~~and~~be ~~Chief~~made ~~Financial~~regardless ~~Officer~~of whether any of aour ~~Nasdaq-listed~~Class ~~company.~~A ~~These~~Ordinary ~~individuals~~Shares are ~~supported~~redeemed by our ~~independent~~Public ~~directors~~Shareholders and ~~Advisory~~are ~~Committee,~~intended ~~each~~to ~~comprised~~provide us with a minimum funding level for our Initial Business Combination. The proceeds from the sale of ~~individuals~~Forward Purchase Units may be used as part of the consideration to the sellers in our Initial Business Combination, expenses in connection with ~~deep~~our ~~emerging~~Initial ~~markets~~Business ~~experience~~Combination and for working capital in the post-transaction company.

We5 ~~have~~Table ~~reviewed and, if the Lexasure Business Combination is not consummated, may continue to review, a number~~ of opportunities to enter into an Initial Business Combination. We also have neither engaged in any operations nor generated any revenue to date. Based on our business activities, we are a “shell company” as defined under the Exchange Act, because we have no operations and nominal assets consisting almost entirely of cash.Contents

~~Initial~~On ~~Public~~March ~~Offering~~1, 2023, we entered into a definitive business combination agreement (the “Lexasure Business Combination Agreement”) with Lexasure Financial Group Limited, a Cayman Islands exempted company limited by shares (together with its successors, “Lexasure”), Lexasure Financial Holdings Corp., a Cayman Islands exempted company limited by shares (“Pubco”), CEMAC Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), Lexasure Merger Sub Inc., a Cayman Islands exempted company limited by shares and a wholly- owned subsidiary of Pubco (“Company Merger Sub” and, together with SPAC Merger Sub, the “Merger Subs”), the Prior Sponsor, in the capacity as the representative from and after the effective time for the shareholders of the Company and Pubco (other than the former Lexasure shareholders) (the “SPAC Representative”), and Ian Lim Teck Soon, an individual, in the capacity as the representative from and after the Effective Time for the former Lexasure shareholders (the “Seller Representative”) for an initial business combination (the “Lexasure Business Combination”).

~~The~~On ~~IPO~~May ~~Registration~~18, ~~Statement~~2023 ~~was~~and ~~declared~~May ~~effective~~22, on2023, ~~November~~certain ~~30,~~of ~~2021~~our unaffiliated investors (the “~~Effective~~Investors”) ~~Date~~entered into non-redemption agreements (“Non-Redemption Agreements”). Onwith ~~December~~the 3sponsor, ~~2021,~~pursuant weto ~~consummated~~which ~~our~~the ~~Initial~~Investors ~~Public~~agreed ~~Offering~~to (i) not redeem an aggregate of 20up to 4,~~000~~399,~~000~~737 ~~Units.~~previously-held ~~The~~Class ~~Units~~A ~~were~~ordinary ~~sold~~shares at(the an“Investor ~~offering~~Shares”) ~~price~~in ofconnection ~~$10.00~~with ~~per~~the ~~Unit,~~First ~~generating~~Extension ~~gross~~(as ~~proceeds~~defined below) and (ii) vote the Investor Shares in favor of ~~$200,000,000.~~the ~~The~~First ~~underwriters~~Extension. ~~had~~In aexchange ~~45-day~~for ~~option~~these commitments from the ~~Effective~~Investors, ~~Date~~CEMAC toPartners ~~purchase~~agreed upto transfer to the Investors (i) an ~~additional~~aggregate 3of up to 1,000,000 ~~Units~~Class toB ~~cover~~ordinary ~~over-allotments,~~shares ifin ~~any.~~connection Onwith ~~December~~an extension until June 3, ~~2021,~~2025 ~~the~~and ~~underwriters~~(ii) ~~exercised~~to ~~their~~the ~~over-allotment~~extent ~~option~~our ~~and~~board ~~purchased~~of andirectors ~~additional~~agrees ~~3,000,000~~to ~~Over~~further ~~Allotment~~extend ~~Units,~~the ~~generating~~date ~~additional~~up ~~gross~~to ~~proceeds~~three oftimes ~~$30,000,000.~~by ~~Each~~an ~~Unit~~additional ~~consists~~month ofeach ~~one~~time ~~Class~~until AMarch ~~Ordinary Share~~3, ~~par~~2024 ~~value~~to ~~$0.0001~~consummate ~~per~~its ~~share~~Business ~~and~~Combination, ~~one-half~~an aggregate of ~~one~~up ~~Public~~to ~~Warrant~~1,500,000 ~~with~~Class ~~each~~B ~~whole~~ordinary ~~warrant~~shares, ~~entitling~~which includes the ~~holder~~Class ~~thereof~~B ordinary shares referred to ~~purchase~~in ~~one~~clause ~~Class~~(i), Ain ~~Ordinary~~each ~~Share~~case, ~~for~~on ~~$11.50~~or ~~per~~promptly ~~share~~after the consummation of the Business Combination.

~~Simultaneously~~On ~~with~~May ~~the~~23, ~~closing of the IPO~~2023, we ~~consummated~~held ~~the~~an ~~private~~extraordinary ~~sale~~general meeting of anshareholders ~~aggregate~~at ofwhich 10our shareholders approved,~~500,000~~ ~~Private~~by ~~Placement~~special ~~Warrants~~resolution, a proposal to amend and restate the ~~Sponsor~~Company’s atamended aand ~~purchase~~restated ~~price~~memorandum and articles of $association to extend the date by which we must (1~~.00~~) ~~per~~consummate ~~warrant~~our Business Combination, ~~generating~~(2) ~~gross~~cease ~~proceeds~~our operations except for the purpose of ~~$10~~winding up if we fail to complete such Business Combination,~~500,000~~ inand (3) redeem all of the ~~Private~~Class ~~Placement.~~A ~~Also,~~ordinary shares included as part of the Units sold in ~~connection~~the Public Offering, with up to three optional additional extensions by an additional month each time, at the ~~underwriters’~~option ~~exercise~~of our board of ~~their~~directors, ~~over-allotment~~until ~~option~~March 3, 2024 (the ~~Sponsor~~“First ~~purchased~~Extension”). anIn ~~additional~~connection 1with the First Extension,~~200~~ shareholders holding 18,~~000~~751,603 ~~Private~~Class ~~Placement~~A ~~Warrants~~ordinary shares exercised their right to redeem such shares at a ~~purchase~~per share redemption price of $110.0051. ~~per~~As ~~warrant~~a result, ~~generating~~approximately ~~gross~~$197.2 ~~proceeds~~million ofwas ~~$1,200,000~~removed from our Trust Account to pay such holders.

~~Following~~On ~~the~~February ~~closing of the IPO on December 3~~27, ~~2021~~2024, ~~$234,600,000~~in ~~($10.20~~connection ~~per~~with ~~Unit) from~~ the ~~net~~extension ~~proceeds~~ of the ~~sale~~date ofby ~~the~~which ~~Units~~we inwere ~~the~~required ~~IPO~~to ~~and~~consummate ~~the~~an ~~sale~~initial ofbusiness ~~the~~combination, ~~Private~~we ~~Placement~~entered ~~Warrants in the Private Placement was deposited~~ into ~~the~~non-redemption ~~Trust~~agreements ~~Account~~ with ~~Continental~~certain ~~acting~~unaffiliated asinvestors. ~~trustee~~Under these agreements, ~~which~~such ~~has~~investors ~~been~~agreed ~~invested~~not into ~~(x)~~redeem ~~U.S.~~their ~~government~~public ~~securities~~shares, ~~within~~and the ~~meaning~~sponsor ~~set~~agreed ~~forth~~to inforfeit ~~Section~~up ~~2(a)(16)~~to of307,500 ~~the~~founder ~~Investment Company Act~~shares, with a ~~maturity~~corresponding number of ~~185~~Class ~~days~~A orordinary ~~less~~shares orto ~~(y)~~be ~~money~~issued ~~market~~to ~~funds~~the ~~meeting~~participating ~~certain conditions under Rule 2a-7~~ investors.

On February 29, 2024, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2024 to March 3, 2025, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Second Extension”). In connection with the Second Extension, shareholders holding 3,036,666 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of $11.07. As a result, approximately $33,616,850 was removed from our Trust Account to pay such holders.

~~Table~~On ofMarch ~~Contents~~22, 2024, the parties to the Lexasure Business Combination Agreement entered into a Termination and Release Agreement pursuant to which they agreed to terminate the Lexasure Business Combination Agreement and the transactions contemplated thereby.

~~under~~6 ~~the~~Table ~~Investment Company Act, which invest only in direct U.S. government treasury obligations until the earlier~~ of: ~~(i) the consummation of an Initial Business Combination or (ii) the distribution of the Trust Account.~~Contents

AsOn ~~of March 31~~April 19, ~~2023~~2024, ~~there~~CEMAC ~~was~~Sponsor ~~$240,442,010~~LP inentered into a securities ~~held~~purchase inagreement ~~the~~with ~~Trust~~Vikasati ~~Account~~Partners LLC (“Vikasati Partners”), ~~which~~pursuant ~~includes~~to ~~interest~~which, ~~income~~among ofother $5things,~~825,601.~~ AsVikasati Partner would purchase (i) one Class B ordinary share of ~~March~~the 31Company, ~~2023~~(ii) 3, ~~$90~~925,~~283~~000 Class A ordinary shares of ~~cash~~the ~~was~~Company ~~held~~and ~~outside~~(iii) 7,605,000 private placement warrants of the ~~Trust~~Company ~~Account~~from CEMAC Sponsor LP, ~~available~~the ~~for~~existing ~~working~~directors ~~capital~~and ~~needs.~~officers Weof ~~are~~the aCompany ~~Cayman~~would ~~Islands~~resign, ~~exempted~~and ~~company~~new directors and ~~are~~officers ~~presently~~designated ~~not~~by ~~subject~~Vikasati toPartners ~~income~~would ~~taxes~~be orappointed. ~~income~~On ~~tax~~April 25, ~~filing~~2024, ~~requirements~~the inparties closed the ~~Cayman~~transactions ~~Islands~~contemplated orby the ~~United~~securities ~~States~~purchase agreement.

ItOn isJune 10, 2024, we received a notice from the ~~job~~Listing Qualifications Department (the “Staff”) of ~~our~~The ~~Sponsor~~Nasdaq ~~and~~Stock ~~Management~~Market ~~Team~~LLC (“Nasdaq”) indicating that, as we were not able to complete ~~our~~a ~~Initial~~business ~~Business~~combination ~~Combination.~~within We36 ~~must~~months ~~complete~~of ~~our~~the ~~Initial~~effectiveness ~~Business~~of ~~Combination~~its byIPO registration statement, or March 35, 2024, 27as ~~months~~required ~~from~~under Nasdaq Listing Rule IM-5101-2 (the ~~closing~~“Rule”), ofwe did not comply with the Rule and our ~~Initial~~securities ~~Public~~were ~~Offering~~subject to delisting. IfIn that regard, the Staff determined that our ~~Initial~~securities ~~Business~~would ~~Combination~~be isdelisted ~~not~~from ~~consummated~~trading byon Nasdaq and suspended at the ~~end~~opening of business on April 29, 2024. The Notice indicated that we had the ~~Combination~~right ~~Period~~to appeal the Staff’s determination to a hearings panel. However, ~~then~~pursuant ~~our~~to ~~existence~~Nasdaq ~~will~~Listing ~~terminate~~Rule5815(c)(1)(H), ~~and~~in wethe ~~will~~case ~~distribute~~of ~~all~~a ~~amounts~~company inwhose business plan is to complete one or more acquisitions, such as the ~~Trust~~Company, ~~Account~~where the Notice is based on a failure to satisfy the requirement of the Rule to consummate a business combination within 36 months, the panel may only reverse the delisting decision where there has been a factual error applying the Rule. Based on the foregoing, we decided not to appeal the suspension.

~~Our~~On ~~Forward~~February ~~Purchase~~28, ~~Agreement~~2025, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and ~~Committed~~restate ~~Capital~~the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2025 to March 3, 2026, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Third Extension”). In connection with the Third Extension, shareholders holding 1,066,745 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $ 10.91. As a result, approximately $ 11.64 million was removed from our Trust Account to pay such holders.

WeIn ~~entered~~February ~~into the Forward Purchase Agreement~~2025, ~~as amended, with~~ the ~~Forward~~Company ~~Purchase~~changed ~~Investor pursuant to which the Forward Purchase Investor, or any of~~ its ~~subsidiaries~~name orfrom ~~affiliates,~~Capitalworks ~~may,~~Emerging atMarkets ~~the~~Acquisition ~~sole~~Corp ~~written election of the Forward Purchase Investor, purchase up~~ to ~~$20.0~~Piermont ~~million~~Valley ~~Forward~~Acquisition ~~Purchase Units, for $10~~Corp.00 per Forward Purchase Unit, in a private placement that will close substantially concurrently with the closing of our Initial Business Combination. One Forward Purchase Unit consists of one Forward Purchase Share and one-half of one Forward Purchase Warrant.

~~The~~Effective ~~Forward~~as ~~Purchase~~of ~~Investor~~July ~~has~~11, ~~agreed~~2025, ~~that~~the itCompany, ~~and~~Vikasati ~~any~~Partners ofand ~~its~~the ~~subsidiaries~~New orSponsor ~~affiliates~~entered ~~will~~into ~~not~~a ~~redeem~~purchase ~~any~~agreement. Pursuant ~~Class~~to Athe ~~Ordinary~~purchase ~~Shares~~agreement, ~~held~~among byother ~~any~~things: of(a) ~~them~~Vikasati inPartners ~~connection~~transferred ~~with~~to the ~~Initial~~New ~~Business~~Sponsor ~~Combination.~~an ~~Each~~aggregate ~~whole~~of ~~Forward~~2,238,999 ~~Purchase~~Class ~~Warrant~~A isOrdinary ~~exercisable~~Shares toand ~~purchase~~1 ~~one~~ Class AB Ordinary Share; at(b) ~~$11.50 per share. The Forward Purchase Warrants will have~~ the ~~same~~Company, ~~terms as~~ the ~~Public~~New ~~Warrants~~Sponsor and ~~the~~Vikasati ~~Forward~~Partners ~~Purchase~~executed ~~Shares~~an ~~will~~amendment ~~be identical~~ to the ~~Class~~letter Aagreement ~~Ordinary~~originally ~~Shares~~executed ~~included~~ in ~~the~~connection ~~Units~~with ~~sold in~~ the Company’s IPO,; ~~except~~(c) ~~the~~Vikasati ~~Forward~~Partners ~~Purchase~~gave ~~Shares will be subject~~ to ~~transfer~~the ~~restrictions~~New ~~and~~Sponsor ~~certain~~the ~~registration~~irrevocable ~~rights.~~right ~~The~~to ~~purchase~~vote of the ~~Forward~~shares ~~Purchase~~retained ~~Units~~by ~~may~~it beon ~~made~~its ~~regardless~~behalf ofand ~~whether~~the ~~any~~prior ofsponsors ~~our~~agreed ~~Class~~to Atake ~~Ordinary~~certain ~~Shares~~other ~~are~~actions ~~redeemed~~on byits ~~our~~behalf ~~Public~~with ~~Shareholders~~respect ~~and are intended~~ to ~~provide~~certain usmatters; ~~with~~and a(d) ~~minimum funding level for our Initial Business Combination. The proceeds from~~ the ~~sale~~prior ofsponsors ~~Forward~~agreed ~~Purchase~~to ~~Units~~cancel ~~may~~an beaggregate ~~used as part~~ of ~~the consideration to the sellers in our Initial Business Combination~~11,700,000 ~~expenses~~private inplacement ~~connection~~warrants ~~with~~purchased ~~our~~at ~~Initial~~the ~~Business~~time ~~Combination~~of ~~and for working capital in~~ the ~~post-transaction company~~IPO.

~~Extension~~As of ~~Our~~the date of this Annual Report on Form 10-K, we have not identified a Business Combination ~~Period~~target.

WeConflicts initially had until March 3, 2023 to consummate our Initial Business Combination, with an automatic three-month extension if we signed a definitive agreement with respect to our Initial Business Combination within such 15-month period. Upon the execution of ~~the Lexasure Business Combination Agreement, we received such automatic three-month extension of the time to consummate an Initial Business Combination until June 3, 2023.~~Interest

OnWe ~~May~~are ~~23,~~not ~~2023,~~prohibited wefrom ~~held~~pursuing ~~the 2023 Extraordinary Meeting at which our shareholders approved, among other things,~~ an ~~amendment~~initial tobusiness ~~our~~combination ~~Amended~~with ~~and~~a ~~Restated~~company ~~Memorandum~~that ~~and~~is ~~Articles~~affiliated ofwith ~~Association to extend the date by which we must consummate an Initial Business Combination to March 3, 2024, and to permit~~ our ~~Board~~sponsor, inofficers ~~its~~or ~~sole discretion, to elect to wind up our operations on an earlier date than March 3, 2024~~directors. In ~~connection with~~ the ~~vote~~event towe ~~approve~~seek ~~the Extension, the holders of 18,751,603 Class A Ordinary Shares properly exercised their right~~ to ~~redeem~~complete ~~their~~our ~~shares~~initial ~~for~~business ~~cash~~combination atwith a ~~redemption~~company ~~price~~that ofis ~~approximately $10.51~~affiliated ~~per share, for an aggregate redemption amount of approximately $197,192,733.57, in connection~~ with ~~the~~our ~~2023~~new ~~Extraordinary~~sponsor ~~Meeting.~~or Asany ~~a result~~ of ~~the~~our ~~approvals~~officers ator ~~the 2023 Extraordinary Meeting~~directors, we ~~will deposit $50~~,~~000~~ ~~per month,~~ or ~~portion~~a ~~thereof,~~committee ~~that~~of isindependent ~~needed~~directors, towill ~~complete~~obtain an ~~Initial~~opinion ~~Business~~from ~~Combination, for up to~~ an ~~aggregate~~independent ofinvestment ~~$450,000.~~banking Onfirm ~~June~~or 6,another ~~2023~~independent ~~and~~entity ~~July~~that 3,commonly ~~2023,~~renders ~~respectively,~~valuation ~~the~~opinions ~~first~~that ~~two~~such ~~payments~~initial ofbusiness ~~$50,000~~combination ~~were~~is ~~deposited~~fair ~~into~~to ~~the~~our ~~Trust~~company ~~Account~~from ~~pursuant~~a tofinancial ~~this~~point ~~deposit~~of ~~structure~~view.

~~However,~~7 ifTable ~~we have not completed our Initial Business Combination within the Combination Period, we will: (i) cease all operations except for the purpose~~ of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay liquidation 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 our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.Contents

2In addition, certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities. As a result, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he, she or it has then- current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

~~Table~~Our sponsor, officers and directors may form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of ~~Contents~~interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

~~Extension~~Sourcing ~~Non-Redemption~~of ~~Agreements~~Potential Business Combination Targets

OnWe ~~May~~believe ~~15,~~our ~~2023,~~management ~~May~~team’s ~~18,~~investment ~~2023~~and operational experience and ~~May~~relationships ~~22,~~with ~~2023~~companies provides us with a substantial number of potential business combination targets. We may also engage additional services of professional firms or other individuals that specialize in business acquisitions on any formal basis, in which event we ~~entered~~may ~~into~~pay ~~the~~a ~~Extension~~finder’s ~~Non-Redemption~~fee, ~~Agreements~~consulting ~~with~~fee or other compensation to be determined in an arm’s length negotiation based on the ~~Sponsor~~terms ~~and~~of the ~~NRA~~transaction. ~~Holders~~We inwill ~~exchange~~engage ~~for~~a finder only to the ~~NRA~~extent ~~Holders~~our ~~agreeing~~management ~~either~~determines ~~not~~that the use of a finder may bring opportunities to ~~request~~us ~~redemption,~~that ormay not otherwise be available to ~~reverse~~us ~~any~~or ~~previously~~if ~~submitted~~finders ~~redemption~~approach ~~demand~~us on an unsolicited basis with ~~respect~~a potential transaction that our management determines is in our best interest to anpursue. ~~aggregate~~Payment of ~~4,399,737 Class~~finder’s Afees ~~Ordinary~~is ~~Shares~~customarily ~~sold~~tied into ~~our~~completion ~~Initial~~of ~~Public~~a ~~Offering~~transaction, in ~~connection~~which ~~with~~case ~~the~~any ~~2023~~such ~~Extraordinary~~fee ~~Meeting.~~will Inbe ~~consideration~~paid out of the ~~foregoing~~funds ~~agreement,~~held ~~immediately~~in ~~prior~~the ~~to,~~trust ~~and~~account. ~~substantially~~In ~~concurrently~~no ~~with~~event, ~~the~~however, ~~closing~~will ofour ansponsor ~~Initial~~or ~~Business~~any ~~Combination,~~of ~~(i)~~our ~~the~~existing ~~Sponsor~~officers (or ~~its~~directors, ~~designees)~~or ~~will~~their ~~surrender~~respective ~~and~~affiliates ~~forfeit~~paid toby us, ~~for~~any nofinder’s ~~consideration~~fee, anconsulting ~~aggregate~~fee ofor 1other compensation prior to,~~099,935~~ ~~NRA~~or ~~Forfeited~~for ~~Shares~~any ~~and~~services ~~(ii)~~they werender ~~shall~~in ~~issue~~order to effectuate, the ~~NRA~~completion ~~Holders~~of aour ~~number~~initial ofbusiness ~~Class~~combination A(regardless ~~Ordinary~~of ~~Shares~~the ~~equal~~type toof ~~the~~transaction ~~NRA~~that ~~Forfeited~~it ~~Shares~~is).

The Extension Non-Redemption Agreements were not expected to increase the likelihood our shareholders approved the proposals put forth at the 2023 Extraordinary Meeting, but rather were effected to increase the amount of funds that remain in the Trust Account following the 2023 Extraordinary Meeting.

The foregoing summary of the Extension Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement, a copy of which is filed as Exhibit 10.18 to this Report and incorporated herein by reference.

Founder Share Conversion

On May 23, 2023, we issued an aggregate of 5,749,999 Class A Ordinary Shares to the Sponsor, upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsor in the Founder Conversion. The 5,749,999 Class A Ordinary Shares issued in connection with the Founder Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an Initial Business Combination as described in the IPO Prospectus. Following the Founder Conversion and the redemptions in connection with the Extension, there were 9,998,396 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding. As a result of the Founder Conversion and the redemptions in connection with the Extension, the Sponsor held 57.5% of the outstanding Ordinary Shares as of July 14, 2023.

Lexasure Business Combination

This subsection describes the material provisions of the Lexasure Business Combination Agreement, but does not purport to describe all the terms thereof. The following summary of the Lexasure Business Combination Agreement is qualified in its entirety by reference to the complete text of the Lexasure Business Combination Agreement, a copy of which is filed hereto as Exhibit 2.1. Our shareholders and other interested parties are urged to read the Lexasure Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the same meanings given to them in the Lexasure Business Combination Agreement. Unless otherwise indicated, this Report does not assume the closing of the Mergers (as defined below) or the Lexasure Business Combination.

On March 1, 2023, we entered into the Lexasure Business Combination Agreement with Lexasure, Pubco, the Merger Subs, the SPAC Representative, and the Seller Representative, for the Lexasure Business Combination. Pursuant to the Lexasure Business Combination Agreement, Pubco will serve as the parent company of each of the Company and Lexasure following the consummation of the Lexasure Business Combination.

Under the Lexasure Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Lexasure Business Combination Agreement (the “Closing”), among other matters, (a) SPAC Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “SPAC Merger”), and in connection therewith each issued and outstanding security of the Company immediately prior to the effective time of the Mergers (the “Effective Time”) will no longer be outstanding and will automatically be canceled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Company Merger Sub will merge with and into Lexasure, with Lexasure continuing as the surviving entity (the “Company Merger”, and, together with the SPAC Merger, the “Mergers”), and in connection therewith (i) the Lexasure shares issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right of the holders thereof to receive ordinary shares of Pubco (“Pubco Ordinary Shares”) and (ii) all convertible securities of Lexasure will be terminated; and (c) as a result of the Mergers, the Company and Lexasure will each become a wholly-owned subsidiary of Pubco, and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Lexasure Business Combination Agreement and the documents and agreements ancillary to the Lexasure Business Combination Agreement (the “Ancillary Documents”) and in accordance with applicable law.

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Consideration; Earnouts

The total consideration to be paid by Pubco to Lexasure’s shareholders at the Closing (the “Merger Consideration”) will be an amount equal to $250,000,000 plus the amount of aggregate net proceeds actually received by Lexasure between the signing and the Closing of the Lexasure Business Combination Agreement in respect of investments in Lexasure’s securities. The Merger Consideration will be payable in new Pubco Ordinary Shares, each valued at a price per share equal to the price per share at which our Public Shareholders may redeem their Ordinary Shares in connection with the Closing.

Our Public Shareholders who do not redeem their Public Shares in connection with the Lexasure Business Combination will receive one Pubco Ordinary Share per Public Share.

In addition, the Lexasure shareholders will have the contingent right to receive up to an aggregate of 5,000,000 additional Pubco Ordinary Shares (the “Earnout Shares”) as contingent consideration after the Closing based on Pubco, Lexasure and their respective subsidiaries achieving certain adjusted net income milestones for the fiscal years ending June 30, 2023 and June 30, 2024 (each such fiscal year, an “Earnout Year”), based on the PCAOB audited consolidated financial statements for Pubco for each such fiscal year filed with the SEC, as follows:

(i) an aggregate of 2,500,000 Earnout Shares will be issued to the Lexasure shareholders in the event that adjusted net income for the Earnout Year ending June 30, 2023 is at least $18,000,000; and

(ii) an aggregate of 2,500,000 Earnout Shares will be issued to the Lexasure shareholders in the event that the combined adjusted net income for both Earnout Years is at least $41,000,000.

If the applicable milestone described above is not met during the applicable Earnout Year(s), the Lexasure shareholders will not be entitled to receive any Earnout Shares in respect of such milestone.

Representations and Warranties of the Parties

The Lexasure Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Lexasure Business Combination Agreement, in each case relating to, among other things, organization and qualification, governing documents, capitalization, authority, no conflicts and absence of litigation. These representations and warranties, in certain cases, are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Lexasure Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Lexasure Business Combination Agreement. “Material Adverse Effect” as used in the Lexasure Business Combination Agreement means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, customer relationships, operations, results of operations, prospects or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Lexasure Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the Lexasure Business Combination.

The representations and warranties of the parties contained in the Lexasure Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach thereof.

Covenants of the Parties

Each party agreed in the Lexasure Business Combination Agreement to use its commercially reasonable best efforts to effect the Closing. The Lexasure Business Combination Agreement also contains certain customary and other covenants by each of the parties during the period between the signing of the Lexasure Business Combination Agreement and the earlier of the Closing or the termination of the Lexasure Business Combination Agreement in accordance with its terms, including but not limited to covenants regarding: (i) the provision of access to the parties’ respective properties, books and personnel; (ii) the operation of the parties’ respective businesses in the ordinary course of business; (iii) the provision by Lexasure of PCAOB-audited financial statements of Lexasure and its subsidiaries (collectively, the “Lexasure Companies”); (iv) our public filings; (v) no solicitation of, or entering into, any alternative competing transactions; (vi) no insider trading; (vii) notifications of certain breaches, consent requirements or other matters; (viii) efforts to consummate the Closing and obtain third party and regulatory approvals and efforts; (ix) further assurances; (x) public announcements;

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(xi) confidentiality; (xii) indemnification of directors and officers and tail insurance; (xiii) use of trust proceeds after the Closing; (xiv) efforts to support a transaction financing; (xvi) causing Pubco to enter into employment agreements with certain employees of Lexasure prior to the Closing; and (xvii) approving a new equity incentive plan for Pubco to take effect following the Closing.

The parties also agreed to take all necessary actions to cause Pubco’s board of directors immediately following the Closing to consist of seven individuals, as follows: (i) one individual that is designated by us prior to the Closing, (ii) one individual that is designated by Lexasure prior to the Closing from among three qualified director candidates recommended by us to Lexasure, who will be required to qualify as an independent director under the Nasdaq listing rules, and (iii) five other individuals that are designated by Lexasure prior to the Closing, at least three of whom will be required to qualify as an independent director under Nasdaq listing rules.

The Company and Pubco also agreed to jointly prepare, with the assistance of Lexasure, and Pubco will file with the SEC, the Lexasure Registration Statement on Form F-4 in connection with the registration under the Securities Act of the securities of Pubco to be issued to the shareholders of the Company and Lexasure, respectively, and containing a proxy statement for the purpose of soliciting proxies from our shareholders for the approval of the Lexasure Business Combination Agreement and the matters relating to the Lexasure Business Combination to be acted on at the extraordinary general meeting of our shareholders and providing such shareholders an opportunity to have their Public Shares redeemed in connection with the Closing in accordance with our governing documents (the “Closing Redemption”).

The covenants and agreements of the parties contained in the Lexasure Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.

Conditions to Closing

The obligations of the parties to consummate the Lexasure Business Combination are subject to various conditions, including the following mutual conditions of the parties, unless waived: (i) the approval of the Lexasure Business Combination Agreement and the Lexasure Business Combination and related matters by the requisite vote of CEMAC’s shareholders; (ii) Lexasure shareholder approval (although Lexasure shareholders with sufficient ownership to approve the Lexasure Business Combination have entered into Voting Agreements (as defined below) in support of the Lexasure Business Combination concurrently with the execution of the Lexasure Business Combination Agreement); (iii) obtaining any material regulatory approvals and third-party consents; (iv) no law or order preventing or prohibiting the Lexasure Business Combination; (v) either the Company (immediately prior to the Closing) or Pubco (upon the consummation of the Closing) having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Closing Redemption and any transaction financing; (vi) appointment of the post-Closing board of directors of Pubco in accordance with the Lexasure Business Combination Agreement; (vii) Pubco having amended and restated its organizational documents in the form agreed by the parties; (viii) receipt of evidence that Pubco qualifies as a foreign private issuer; (ix) the effectiveness of the Lexasure Registration Statement; and (x) the Pubco Ordinary Shares to be issued in connection with the Lexasure Business Combination having been approved for listing on Nasdaq.

In addition, unless waived by Lexasure and Pubco, the obligations of Lexasure, Pubco and the Merger Subs to consummate the Lexasure Business Combination are subject to the satisfaction of the following Closing conditions, amongst others, in addition to customary certificates and other closing deliveries: (i) our representations and warranties being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) each of the Company and the SPAC Representative having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Lexasure Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Company since the date of the Lexasure Business Combination Agreement which is continuing and uncured; (iv) certain Ancillary Documents being in full force and effect as of the Closing; (v) the Company and Pubco having cash and cash equivalents, including funds remaining in our Trust Account (after giving effect to the completion and payment of the Closing Redemption) and the proceeds of any transaction financing, following the payment or deduction of our and Lexasure’s unpaid transaction expenses and indebtedness and other outstanding liabilities of the Company, in each case due and payable in cash at the Closing; and (vi) receipt by Lexasure of the Lexasure Registration Rights Agreement (as defined below) and the Founder Registration Rights Agreement Amendment (as defined below).

Unless waived by the Company, our obligations to consummate the Lexasure Business Combination are subject to the satisfaction of the following Closing conditions, amongst others, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of Lexasure and Pubco being true and correct on and as of the Closing (subject to Material Adverse Effect on Lexasure or Pubco); (ii) Lexasure, Pubco, the Merger Subs and the Seller Representative having performed in all material respects

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their respective obligations and complied in all material respects with their respective covenants and agreements under the Lexasure Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Lexasure or Pubco since the date of the Lexasure Business Combination Agreement which is continuing and uncured; (iv) certain Ancillary Documents being in full force and effect from the Closing; (v) receipt by us of the Lexasure Registration Rights Agreement and the Founder Registration Rights Agreement Amendment duly executed by the parties thereto; (vi) any issued and outstanding convertible securities of Lexasure having been terminated without any consideration or liability; (vii) if applicable, certain contracts involving the Lexasure Companies having been terminated with no obligation or liability; and (viii) receipt by us of copies of certain duly executed employment agreements.

Termination

The Lexasure Business Combination Agreement may be terminated at any time prior to the Closing by either us or Lexasure if the conditions to the Closing set forth in the Lexasure Business Combination Agreement (the majority of which are summarized above) are not satisfied or waived by June 3, 2023 (the “Outside Date”), provided that (a) if we seek and obtains an extension to consummate our Initial Business Combination beyond June 3, 2023 (which Extension was approved at the 2023 Extraordinary Meeting, as described above), we have the right by providing written notice thereof to Lexasure to extend the Outside Date for one or more additional periods equal in the aggregate to the shortest of (i) six additional months, (ii) the period ending on the last date for us to consummate our Initial Business Combination pursuant to such extension (after giving effect to any automatic extension rights that we may obtain in such extension where we can extend our deadline to consummate an Initial Business Combination without requiring an amendment to our organizational documents), and (iii) such period as determined by the Company.

In addition, the Lexasure Business Combination Agreement may be terminated by us prior to the Closing (i) if Lexasure has not delivered PCAOB audited financials to us by June 1, 2023 (pursuant to the Financials Side Letter (as defined below)); (ii) if Lexasure has not delivered certain PCAOB reviewed quarterly financials to us by June 7, 2023 (pursuant to the Financials Side Letter); (iii) if Lexasure has delivered the above-referenced Lexasure financials to us but such documents reflect a materially worse consolidated financial position of the Lexasure Companies as of the respective dates thereof, or materially worse consolidated results of operations or cash flows of the Lexasure Companies for the periods indicated therein, than is reflected in the applicable draft financial statements delivered to us prior to execution of the Lexasure Business Combination Agreement for the corresponding periods; (iv) prior to the initial filing of the Lexasure Registration Statement with the SEC, if we are not satisfied in our sole discretion with our continuing due diligence investigation of certain matters; or (v) after the initial filing of the Lexasure Registration Statement with the SEC, if certain Lexasure Companies have not received approval from the applicable governmental authorities of the extension from July 1, 2023 to January 1, 2024 of the time by which such Lexasure Companies must comply with specified regulatory requirements.

The Lexasure Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior to the Closing, including, among other reasons: (i) by mutual written consent of the Company and Lexasure; (ii) by either us or Lexasure if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Lexasure Business Combination, and such order or other action has become final and non-appealable; (iii) by Lexasure for the uncured breach of the Lexasure Business Combination Agreement by us or the SPAC Representative, such that the related Closing condition would not be met; (iv) by us for the uncured breach of the Lexasure Business Combination Agreement by Lexasure, Pubco, a Merger Sub or the Seller Representative, such that the related Closing condition would not be met; (v) by either us or Lexasure if we hold our shareholder meeting to approve the Lexasure Business Combination Agreement and the Lexasure Business Combination, and such approval is not obtained; (vi) by us if there has been a Material Adverse Effect on Lexasure or Pubco that is uncured or continuing; (vii) by Lexasure if there has been a Material Adverse Effect on us that is uncured or continuing; and (viii) by Lexasure if our Class A Ordinary Shares have become delisted from Nasdaq and are not relisted on the Nasdaq or the New York Stock Exchange within 60 days after such delisting.

If the Lexasure Business Combination Agreement is terminated, all further obligations of the parties under the Lexasure Business Combination Agreement (except for certain obligations related to confidentiality, effect of termination, fees and expenses, trust fund waiver, miscellaneous and definitions to the foregoing) will terminate, no party to the Lexasure Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Lexasure Business Combination Agreement prior to termination. Notwithstanding the foregoing, however, solely in the event that there is a valid and effective termination of the Lexasure Business Combination Agreement by the Company for the uncured breach of the Lexasure Business Combination Agreement by Lexasure, Pubco, a Merger Sub or the Seller Representative, such that the related Closing condition would not be met, then Lexasure will be obligated to pay a termination fee of $1,000,000 to us.

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Trust Account Waiver

Lexasure, Pubco, the Merger Subs and the Seller Representative have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for our Public Shareholders, and have agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

SPAC Representative and Seller Representative

The Sponsor is serving as the SPAC Representative under the Lexasure Business Combination Agreement and, in such capacity, will represent the interests of Pubco’s shareholders after the Closing (other than the former Lexasure shareholders) with respect to certain matters under the Lexasure Business Combination Agreement. Ian Lim Teck Soon is serving as the Seller Representative under the Lexasure Business Combination Agreement and, in such capacity, will represent the interests of the former Lexasure shareholders with respect to certain matters under the Lexasure Business Combination Agreement, including with respect to the determination of any earnout due to the former Lexasure shareholders thereunder.

Ancillary Documents

Voting Agreements

Simultaneously with the execution and delivery of the Lexasure Business Combination Agreement, the Company and Lexasure have entered into voting agreements (collectively, the “Voting Agreements”) with certain Lexasure shareholders holding, in the aggregate, voting power sufficient to approve the Lexasure Business Combination. Under the Voting Agreements, each such Lexasure shareholder party thereto agreed, among other matters, to vote all of such Lexasure shareholder’s shares of Lexasure in favor of the Lexasure Business Combination Agreement and the Lexasure Business Combination, and to otherwise take (or not take, as applicable) certain other actions in support of the Lexasure Business Combination Agreement and the Lexasure Business Combination and the other matters to be submitted to the Lexasure shareholders for approval in connection with the Lexasure Business Combination, in the manner and subject to the conditions set forth in the Voting Agreements, and provide a proxy to the Company to vote such shares accordingly in the event that such shareholder fails to perform or otherwise comply with the covenants, agreements or other obligations set forth in the Voting Agreement. The Voting Agreements prevent transfers of the Lexasure shares held by such Lexasure shareholder party thereto between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the terms of the Voting Agreement.

The foregoing description of the Voting Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of the Voting Agreement, a copy of which is filed as Exhibit 10.11 to this Report and incorporated herein by reference.

Lock-Up Agreements

Simultaneously with the execution and delivery of the Lexasure Business Combination Agreement or shortly thereafter, certain Lexasure shareholders entered into a lock-up agreement with Pubco and the SPAC Representative (the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, the Lexasure shareholders party thereto agreed not to, during the period commencing from the Closing and ending on the 12-month anniversary of the Closing (subject to early release if (x) the last trading price of Pubco Ordinary Shares equals or exceeds $12.00 for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing or (y) Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party): (i) lend, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers, provided that the transferred shares shall continue to be subject to the Lock-Up Agreement).

The foregoing description of the Lock-Up Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is filed as Exhibit 10.12 to this Report and incorporated herein by reference.

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Non-Competition Agreements

Simultaneously with the execution and delivery of the Lexasure Business Combination Agreement or shortly thereafter, certain direct or indirect Lexasure shareholders entered into non-competition and non-solicitation agreements (the “Non-Competition Agreements”) in favor of Lexasure, the Company and Pubco and their direct and indirect subsidiaries and their respective present and future successors and direct and indirect subsidiaries (“Covered Parties”), to be effective as of the Closing. Under the Non-Competition Agreements, the signatory thereto agreed not to compete with the Covered Parties during the five-year period following the Closing and, during such five-year restricted period, not to solicit employees or customers of such entities. The Non-Competition Agreements also contain customary confidentiality and non-disparagement provisions.

The foregoing description of the Non-Competition Agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of Non-Competition Agreement, a copy of which is filed as Exhibit 10.13 to this Report and incorporated herein by reference.

Lexasure Registration Rights Agreement

At or prior to the Closing, certain Lexasure shareholders will enter into a registration rights agreement (the “Lexasure Registration Rights Agreement”) with Pubco and the Company, in form and substance to be mutually agreed by Lexasure and the Company (each acting reasonably), pursuant to which, among other matters, Pubco will agree to undertake certain registration obligations in accordance with the Securities Act and such shareholders will be granted customary demand and piggyback registration rights.

Founder Registration Rights Agreement Amendment

At or prior to the Closing, Pubco, the Company and the Sponsor (as well as any other parties necessary to effect such amendment) will enter into an amendment, in form and substance to be mutually agreed by Lexasure and the Company, to the Founder Registration Rights Agreement (the “Founder Registration Rights Agreement Amendment”). Under the Founder Registration Rights Agreement Amendment, the Founder Registration Rights Agreement will be amended to, among other things, add Pubco as a party and to reflect the issuance of Pubco Ordinary Shares pursuant to the Lexasure Business Combination Agreement, and to reconcile with the provisions of the Lexasure Registration Rights Agreement.

Sponsor Letter Agreement

In connection with the Lexasure Business Combination Agreement, the Sponsor and Lexasure entered into a letter agreement (the “Sponsor Letter Agreement”) pursuant to which the Sponsor agreed to transfer to the Lexasure shareholders 500,000 of the Sponsor’s Class B Ordinary Shares (or Pubco Ordinary Shares issued in exchange therefor in the Lexasure Business Combination) in the event that the Closing occurs and less than $20,000,000 in financing, in the aggregate, is raised by the Company, Pubco and/or Lexasure (other than from existing actual or potential investors of Lexasure, excluding Development Finance Institutions) prior to the later of the Closing and December 31, 2023 (including funds remaining in the Trust Account after giving effect to the Closing Redemption).

The foregoing description of the Sponsor Letter Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Sponsor Letter Agreement, a copy of which is filed as Exhibit 10.14 to this Report and incorporated herein by reference.

Amendment to the Forward Purchase Agreement

In connection with the Lexasure Business Combination Agreement, on March 1, 2023, we amended the Forward Purchase Agreement, dated as of June 15, 2021 by and between us and the Forward Purchase Investor that provides for the sale of the Forward Purchase Units to the Forward Purchase Investor in a private placement to occur substantially concurrently with the closing of our Initial Business Combination. For a full description of the Forward Purchase Agreement, as amended, and the Forward Purchase Securities please see “Our Forward Purchase Agreement and Committed Capital” above.

The descriptions of the amendment to the Forward Purchase Agreement herein do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the amendment to the Forward Purchase Agreement, a copy of which is filed as Exhibit 10.15 to this Report and incorporated herein by reference.

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Side Letters

In connection with the Lexasure Business Combination Agreement we have also entered into two side letters with Lexasure. The first side letter, dated April 18, 2023, provides that, among other things, Lexasure will engage or hire additional executive management personnel to effectively consummate the Lexasure Business Combination and transition into being a public company (the “Management Side Letter”). The second side letter, dated April 19, 2023, is regarding the extension of time for Lexasure to produce PCAOB financial statements pursuant to the Lexasure Business Combination Agreement (the “Financials Side Letter”).

Additionally, pursuant to the Financial Side Letter, Lexasure agreed to loan us the reasonable amounts that we are obligated to deposit into the Trust Account in connection with the Extension and related expenses such as the filing of an additional Quarterly Report on Form 10-Q, up to a maximum of $600,000. The Lexasure Loan is unsecured and interest free. In connection with the Lexasure Loan, at the closing of the Lexasure Business Combination (or in the event of an Alternative Closing), the Sponsor has agreed to transfer a number of Ordinary Shares to Lexasure or its designee equal to (x) the amount of the Lexasure Loan that is used by us and not returned to Lexasure at or prior to the closing of the Lexasure Business Combination or Alternative Closing (less any amounts applied pursuant to the termination fee provision of the Lexasure Business Combination Agreement), divided by (y) $10.00 per share. We will repay the Lexasure Loan amount directly to Lexasure at the closing of the Lexasure Business Combination, and in the event of the termination of the Lexasure Business Combination Agreement for any reason, the Lexasure Loan shall be cancelled and no amounts shall be owed by us, provided that any amounts advanced by Lexasure pursuant to the Financials Side Letter shall reduce the amounts payable by Lexasure pursuant to the termination fee provision of the Lexasure Business Combination Agreement.

The foregoing description of the Management Side Letter and the Financials Side Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Management Side Letter and the Financials Side Letter, copies of which are filed as Exhibits 10.16 and 10.17 to this Report, respectively and incorporated herein by reference.

Sponsor Overview

Capitalworks

The Sponsor is an affiliate of Capitalworks, a leading emerging markets multi-strategy private equity manager with a successful 13-year track record of investing in emerging markets companies across several investment verticals. Since its founding in 2006, Capitalworks has increased its assets under management from $245 million in 2008 to over $1.4 billion in 2023, and the number of Capitalworks investment professionals has grown from eight to 39, with over 160 years of collective investment experience in emerging markets. Capitalworks currently invests through seven alternative investment strategies, all focused on emerging markets.

Ms. Brzezinski and Mr. Kotzé are senior executives of Capitalworks, and Ms. Brzezinski leads the firm’s global practice for growth equity investments across the middle-income markets of Asia, Central Europe and Latin America. They maintain deep relationships with leading businesspeople, private equity fund managers, entrepreneurs and management teams across the emerging markets, as well as with leading local and international financial institutions, driving Capitalworks’ proprietary access to investment opportunities. In connection with our Initial Business Combination, we are leveraging the perspective, partnership approach, patience, discipline, strategic input, operational support and track record of value creation that our senior team has developed over decades of investing in and building businesses across the emerging markets.

Camber Base, LLC

The Sponsor is supported by the Forward Purchase Investor, which is an affiliate of the Brown University endowment. The Brown University endowment refers to the collection of endowed gifts from generous supporters of Brown University, a research and teaching university based in Providence, RI. These gifts, designated by purpose by the benefactors, provide a long-term financial resource for the university’s research initiatives and educational mission. The largest use of these funds is financial aid for undergraduate students.

The endowment is managed as a single investment pool by a team of professional investors with oversight from the governing body of the university. We expect that investment professionals and advisors from the Brown University endowment, as well as university administrators and academic professionals to the extent relevant, may provide guidance to our Management Team throughout the process of identifying and selecting a target company for our Initial Business Combination. The Forward Purchase Investor has appointed two members to our Advisory Committee.

Information regarding Capitalworks and the Forward Purchase Investor is not a guarantee that our performance will be successful.

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Effecting Our Initial Business Combination

General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our Initial Business Combination, including the Lexasure Business Combination, using cash from the proceeds of the IPO and the Private Placement, the sale of the Forward Purchase Securities, our shares (other backstop agreements we may enter into), securities, debt or a combination of cash, equity and debt. If our Initial Business Combination, including the Lexasure Business Combination, is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our Initial Business Combination or the redemption of our Public Shares, we may use the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction Company, the payment of principal or interest due on indebtedness incurred in completing our Initial Business Combination, to fund the purchase of other companies or for working capital.

While we could pursue an acquisition opportunity in any industry or sector (other than as set forth herein), we focused our search on high-growth companies operating in select emerging markets, with the ability to replicate their business models sustainably across other emerging markets or translate their products, services or technologies to developed markets. Although our Management assesses the risks inherent in a particular target business with which we may combine, such as Lexasure, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our Initial Business Combination, including the Lexasure Business Combination, and we may effectuate our Initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account. In addition, we have targeted and may continue to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the IPO and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholder, we may be required to seek additional financing to complete such proposed Initial Business Combination. Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion of our Initial Business Combination. In the case of an Initial Business Combination, including the Lexasure Business Combination, funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the Initial Business Combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our Initial Business Combination, including pursuant to private placement agreements or backstop agreements we may enter into. At this time, other than the Forward Purchase Agreement providing, as amended, for certain Forward Purchase Units to be purchased at the sole option of the Forward Purchase Investor in a private placement to occur substantially concurrently with the closing of our Initial Business Combination, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of the Sponsor or our executive officers, directors or shareholders are required to provide any financing to us in connection with or after our Initial Business Combination.

We will not pursue or consummate an Initial Business Combination with a target (i) whose business activities can be shown to be supporting and facilitating the Sudanese government in its continuing sponsorship of genocidal actions and human rights violations in Darfur and/or is “scrutinized” by the EIRIS Conflict Risk Network in its Sudan Company Report, (ii) that manufactures tobacco products, in each case at the time of our Initial Business Combination or (iii) that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). Lexasure does not fall under any of these categories.

For more information on the Lexasure Business Combination and the financing arrangements associated therewith, please see “Lexasure Business Combination” above.

Sources of Target Businesses

Target business candidates have been and may continue to be brought to our attention from various unaffiliated sources, including investment bankers, private investment funds and other members of the technology community. Target businesses have been and may continue to be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read the IPO Prospectus and this Report and know what types of businesses we are targeting. Our Management Team

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and Capitalworks, as well as their respective affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have. In addition, we received and may continue to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our executive officers and directors.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. In no event, however, will our Sponsor or any of our existing executive officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the Company prior to, or for any services they render in order to effectuate, the completion of our Initial Business Combination (regardless of the type of transaction that it is).

We are not prohibited from pursuing an Initial Business Combination with a company that is affiliated with our Sponsor or members of our Management Team, or completing such Initial Business Combination through a joint venture or other form of shared ownership with our Sponsor or members of our Management Team. While Lexasure is not affiliated with our Sponsor, any of our executive officers or directors, in the event we do not consummate the Lexasure Business Combination and we seek to complete an Initial Business Combination with a target that is affiliated with our Sponsor or members of our Management Team, we, or a committee of our independent directors, would obtain an opinion from an independent investment banking firm or an independent accounting firm that such Initial Business Combination is fair to us from a financial point of view. We are not required to obtain such an opinion in any other context.

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

In evaluating a prospective target business, ~~including~~we ~~Lexasure,~~expect weto conduct aan extensive due diligence review that ~~encompasses~~may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, asand ~~applicable, as well as~~ a review of financial, ~~operational, clinical, scientific, IP, legal~~ and other information ~~that~~about ~~are~~the ~~made~~target ~~available~~and toits usindustry. IfWe wealso ~~determine~~utilize toour ~~move~~management ~~forward~~team’s ~~with~~operational ~~a particular target, we will proceed to structure~~ and ~~negotiate~~capital ~~the~~planning ~~terms of the Initial Business Combination transaction~~experience.

~~Nasdaq~~The ~~rules~~time ~~require~~required ~~that~~to weselect ~~must~~and ~~complete~~evaluate ~~one~~a ortarget ~~more~~business ~~Initial~~and ~~Business~~to ~~Combinations~~structure ~~having~~and ancomplete ~~aggregate~~our ~~fair~~initial ~~market~~business ~~value~~combination, ~~of 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~~costs ~~earned~~associated onwith ~~the~~this ~~Trust~~process, ~~Account)~~are atnot ~~the~~currently ~~time~~ascertainable ~~of our signing a definitive agreement in connection~~ with ~~our~~any ~~Initial~~degree ~~Business Combination. Our Board~~ of ~~Directors will make the determination as to the fair market value of our Initial Business Combination~~certainty. IfAny ~~our~~costs ~~Board~~incurred ofwith ~~Directors~~respect ~~is not able~~ to ~~independently determine~~ the ~~fair~~identification ~~market~~and ~~value~~evaluation of, ~~our~~and ~~Initial~~negotiation ~~Business Combination (including~~ with ~~the assistance of financial advisors)~~, ~~we will obtain an opinion from an independent investment banking firm, which is~~ a ~~member~~prospective oftarget ~~the~~business ~~FINRA, or another independent entity that commonly renders valuation opinions~~ with ~~respect~~which toour ~~the~~initial ~~satisfaction~~business ofcombination ~~such~~is ~~criteria.~~not ~~While~~ultimately wecompleted ~~consider~~will itresult ~~likely~~in ~~that~~ our ~~Board~~incurring oflosses ~~Directors~~and will bereduce ~~able to make an independent determination of~~ the ~~fair~~funds ~~market~~we ~~value~~can ofuse ~~our Initial Business Combination, it may be unable~~ to docomplete soanother ~~if it is less familiar or experienced with the~~ business ~~of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects~~combination. ~~Additionally,~~We ~~pursuant~~will tonot ~~Nasdaq~~pay ~~rules,~~ any ~~Initial~~consulting ~~Business~~fees ~~Combination~~to ~~must~~members ~~be approved by a majority~~ of our ~~independent~~management ~~directors.~~team, ~~Based~~or ontheir ~~the~~respective ~~valuation analysis of our Management and Board of Directors~~affiliates, wefor ~~have~~services ~~determined~~rendered ~~that~~to ~~the~~or ~~fair market value of Lexasure was substantially~~ in ~~excess~~connection ofwith ~~80%~~our ofinitial ~~the~~business ~~funds in the Trust Account and that the 80% test was therefore satisfied~~combination.

We8 ~~anticipate~~Table ~~structuring our Initial Business Combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100%~~ of the equity interests or assets of the target business or businesses. We may, however, structure our Initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target Management Team or shareholders or for other reasons, but we will only complete such Initial Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Initial Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the Initial Business Combination. For example, we Contents

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could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our Initial Business Combination could own less than a majority of our issued and outstanding shares subsequent to our Initial Business Combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the Initial Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

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

Acquisition Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that have been important in evaluating prospective targets for our Initial Business Combination, including Lexasure. We have leveraged these criteria and guidelines in evaluating acquisition opportunities, including the Lexasure Business Combination, but we may decide to enter into our Initial Business Combination with a target that meets some, but not all of these criteria and guidelines.

We seek target businesses with the following characteristics:

● Positive top-line growth and profitability and/or experiencing secular tailwinds.

● Strong or leading market positions.

● Opportunities for growth and scale across countries and regions.

● Consistent operating performance.

● Best-in-class governance and structuring with a high degree of transparency.

● Defensible and established business models with sustainable competitive advantage.

● Multi-pronged growth strategy to capture large addressable market.

● At-scale with track records of execution supporting an initial public offering.

● Not reliant on financial leverage to generate returns.

● Poised to benefit from Capitalworks’ industry network, operational expertise and financing experience.

● High barriers to entry.

● Capable and passionate management teams.

● Attractive risk-return profile and compelling value proposition.

We currently believe that there continues to be more than one hundred companies that meet our acquisition criteria. These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular Initial Business Combination, including the Lexasure Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant, although we will not pursue or consummate an Initial Business Combination with a target that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). In the event that we decide to enter into our Initial Business Combination with a target business that meets some but not all of the above criteria and guidelines, we will disclose that the target business meets some but not all of the above criteria in our shareholder communications

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related to our Initial Business Combination, which, as discussed in this Report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC, such as the Lexasure Registration Statement.

Acquisition Process

In evaluating a prospective target business, including Lexasure, we have conducted rigorous due diligence reviews of issues that we deem important to validating a company’s business quality and assessing growth and value creation opportunities, allowing our Management Team to price returns relative to potential risks appropriately. These reviews encompass, among other things, research related to the company’s industry, markets, products, services and competitors, meetings with incumbent management and employees, on-site visits and a review of financial and other information that have been made available to us. Our approach to the acquisition process has been centered around leveraging the existing network and knowledge base of Capitalworks, across its integrated platform and our Management Team’s operational and capital allocation expertise to target high-quality, established and scalable businesses where we see multiple opportunities for continued organic and strategic growth.

Past experience or performance of Capitalworks, members of our Management Team or their respective affiliates is not a guarantee of either (1) our ability to successfully identify a suitable candidate for our Initial Business Combination and execute a transaction, such as the Lexasure Business Combination; or (2) success with respect to any Initial Business Combination that we may consummate. You should not rely on the historical record of Capitalworks, members of our Management Team or their respective affiliates as indicative of our future performance of an investment in our Company or the returns our Company will, or is likely to, generate going forward.

Lack of Business Diversification

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

●· subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our ~~Initial~~initial ~~Business~~business ~~Combination,~~combination; and · cause us to depend on the marketing and sale of a single product or limited number of products or services.

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

Limited Ability to Evaluate the Target’s Management Team

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

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

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

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

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our ~~Amended~~amended and ~~Restated~~restated ~~Memorandum~~memorandum and ~~Articles~~articles of ~~Association~~association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule ~~(as is the case in the Lexasure Business Combination as currently contemplated)~~, or we may decide to seek shareholder approval for business or other legal reasons.

13The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

~~Table~~· the timing of ~~Contents~~the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; · the expected cost of holding a shareholder vote; · the risk that the shareholders would fail to approve the proposed business combination; · other time and budget constraints of the company; and · additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

~~Under~~9 ~~Nasdaq’s~~Table ~~listing~~of ~~rules, shareholder approval would be required for our Initial Business Combination if, for example:~~Contents

●Permitted WePurchases ~~issue Ordinary Shares that will be equal to or in excess~~ of ~~20%~~Our ~~of the number of our Ordinary Shares then-outstanding (other than in a public offering);~~Securities

●If ~~Any~~we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, which redemptions would be separate from and in addition to redemptions we have already conducted in connection with the proposals to extend our time to consummate an initial business combination, our sponsor, directors, executive officers, advisors or ~~substantial~~their ~~shareholders~~affiliates ~~(as~~may ~~defined~~purchase bypublic ~~Nasdaq~~shares ~~rules)~~or ~~has~~warrants ain 5%privately negotiated transactions or ~~greater~~in ~~interest~~the (open market either prior to or ~~such~~following ~~persons~~the ~~collectively~~completion ~~have~~of aour ~~10%~~initial business combination. Additionally, at any time at or ~~greater~~prior ~~interest~~to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), ~~directly~~our sponsor, directors, executive officers, advisors or ~~indirectly~~their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in ~~the~~favor ~~target~~of our initial business combination or ~~assets~~not toredeem betheir ~~acquired~~public orshares. ~~otherwise~~None ~~and~~of the ~~present~~funds in the trust account will be used to purchase public shares or ~~potential~~warrants ~~issuance~~in ofsuch ~~Ordinary~~transactions. ~~Shares~~If ~~could~~they ~~result~~engage in ansuch ~~increase~~transactions, they will be restricted from making any such purchases when they are in ~~outstanding~~possession ~~Ordinary~~of ~~Shares~~any material non-public information not disclosed to the seller or ~~voting~~if ~~power~~such purchases are prohibited by Regulation M under the Securities Exchange Act of 5%1934, oras ~~more;~~amended or(the “Exchange Act”).

●In ~~The~~the ~~issuance~~event orthat ~~potential~~our ~~issuance~~sponsor, ofdirectors, ~~Ordinary~~officers, ~~Shares~~advisors ~~will~~or ~~result~~their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our ~~undergoing~~initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a ~~change~~tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of ~~control~~any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

The ~~Companies~~purpose ~~Act~~of ~~and~~any ~~Cayman~~such ~~Islands~~transaction ~~law~~could dobe ~~not~~to ~~currently~~(i) ~~require,~~increase ~~and~~the welikelihood ~~are~~of ~~not~~obtaining ~~aware~~shareholder approval of the business combination (as purchased shares could not be voted against any ~~other~~proposed ~~applicable~~transaction) ~~law~~or (ii) satisfy a closing condition in an agreement with a target that ~~will~~requires ~~require~~us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, ~~shareholder~~where ~~approval~~it appears that such requirement would otherwise not be met. Any such purchases of our ~~Initial~~securities ~~Business~~may ~~Combination~~result in the completion of our initial business combination that may not otherwise have been possible.

~~Permitted~~In ~~Purchases~~addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and ~~Other~~the ~~Transactions~~number ~~with~~of ~~Respect~~beneficial holders of our securities may be reduced, which may make it difficult to ~~Our~~maintain ~~Securities~~or obtain the quotation, listing or trading of our securities on a national securities exchange.

IfRedemption weRights ~~seek~~for shareholder approval of our Initial Business Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their respective affiliates may purchase shares or Public ~~Warrants~~Shareholders inupon ~~privately~~Completion ~~negotiated transactions or in the open market either prior to or following the completion~~ of ~~our~~Our Initial Business Combination. Any such price per share may be different than the amount per share a Public Shareholder would receive if it elected to redeem its shares in connection with our Initial Business Combination. There is no limit on the number of shares our Sponsor, directors, executive officers, advisors or their respective affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally, at any time at or prior to our Initial Business Combination, subject to applicable securities laws (including with respect to material non-public information), our Sponsor, directors, executive officers, advisors or their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our Initial Business Combination or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or Public Warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

InWe ~~the~~will ~~event~~provide ~~that~~ our ~~Sponsor,~~public ~~directors,~~shareholders ~~executive~~with ~~officers,~~the ~~advisors~~opportunity to redeem all or ~~their~~a ~~respective~~portion ~~affiliates~~of ~~purchase~~their ~~shares~~Class A inordinary ~~privately~~shares ~~negotiated~~upon ~~transactions~~the ~~from~~completion ~~Public~~of ~~Shareholder~~our ~~who~~initial ~~have~~business ~~already~~combination ~~elected~~at toa per-share price, ~~exercise~~payable ~~their~~in ~~redemption~~cash, ~~rights~~equal orto ~~submitted~~the aaggregate ~~proxy~~amount tothen ~~vote~~on ~~against~~deposit ~~our~~in ~~Initial~~the ~~Business~~trust ~~Combination,~~account ~~such~~calculated ~~selling~~as ~~shareholders~~of ~~would~~two bebusiness ~~required~~days prior to ~~revoke~~the ~~their~~consummation ~~prior~~of ~~elections~~the toinitial ~~redeem~~business ~~their~~combination, ~~shares~~including interest and ~~any~~other ~~proxy~~income toearned ~~vote~~on ~~against~~the ~~our~~funds ~~Initial~~held ~~Business~~in ~~Combination.~~the Wetrust doaccount and not ~~currently~~previously ~~anticipate~~released ~~that~~to ~~such~~us ~~purchases~~to pay our income taxes, if any, ~~would~~divided ~~constitute~~by athe ~~tender~~number ~~offer~~of then-outstanding public shares, subject to the ~~tender~~limitations ~~offer~~described ~~rules~~herein. ~~under~~The ~~the~~amount ~~Exchange~~in ~~Act~~the ortrust aaccount ~~going-private~~is ~~transaction~~anticipated ~~subject~~ to ~~the~~be ~~going-private~~approximately ~~rules~~$11.62 ~~under~~per ~~the~~public ~~Exchange~~share ~~Act;~~as ~~however~~of March 31, if2025 ~~the~~(including ~~purchasers~~accrued ~~determine~~interest). atThe ~~the~~redemption ~~time~~rights ofwill ~~any~~include ~~such~~the ~~purchases~~requirement that ~~the~~a ~~purchases~~beneficial ~~are~~holder ~~subject~~must toidentify ~~such~~itself ~~rules,~~in ~~the~~order ~~purchasers~~to ~~will~~validly ~~comply~~redeem ~~with~~its ~~such rules~~shares. ~~The~~There ~~purpose~~will ~~of any such transaction could~~ be tono ~~vote~~redemption ~~such~~rights ~~shares~~upon inthe ~~favor~~completion of ~~the~~our ~~Initial~~initial ~~Business~~business ~~Combination~~combination ~~and~~with ~~thereby~~respect ~~increase~~to ~~the~~our ~~likelihood~~warrants. ofFurther, ~~obtaining~~we ~~shareholder~~will ~~approval~~not ofproceed ~~the~~with ~~Initial~~redeeming ~~Business~~our ~~Combination~~public orshares, toeven ~~satisfy~~if a ~~closing~~public ~~condition~~shareholder inhas anproperly ~~agreement~~elected ~~with~~to aredeem ~~target~~its ~~that~~shares, ~~requires~~if usa tobusiness ~~have~~combination adoes ~~minimum~~not ~~net~~close. ~~worth~~Our orsponsor aand ~~certain~~each ~~amount~~member of ~~cash~~our atmanagement ~~the~~team ~~closing~~have ofentered ~~our~~into ~~Initial~~agreements ~~Business~~with ~~Combination~~us, ~~where~~pursuant itto ~~appears~~which ~~that~~they ~~such~~have ~~requirement~~agreed ~~would~~to ~~otherwise~~waive ~~not~~their beredemption ~~met.~~rights ~~The~~with ~~purpose~~respect ofto any ~~such~~founder ~~purchases~~shares ofand ~~Public~~public ~~Warrants~~shares ~~could~~held beby tothem ~~reduce~~in connection with (i) the ~~number~~completion of ~~Public~~our ~~Warrants~~initial ~~outstanding~~business orcombination toand ~~vote~~(ii) a ~~such~~shareholder ~~Public~~vote ~~Warrants~~to onapprove ~~any~~an ~~matters~~amendment ~~submitted~~ to ~~the~~our ~~warrant~~amended ~~holders~~and ~~for~~restated ~~approval~~memorandum inand ~~connection~~articles ~~with~~of ~~our~~association ~~Initial~~(A) that ~~Business~~would ~~Combination.~~modify ~~Any~~the ~~such~~substance ~~purchases~~or timing of our ~~securities~~obligation ~~may~~to ~~result~~provide inholders ~~the completion~~ of our ~~Initial~~Class A ~~Business~~ordinary ~~Combination~~shares ~~that~~the ~~may~~right ~~not~~to ~~otherwise~~ have ~~been~~their ~~possible.~~shares Inredeemed ~~addition,~~in ifconnection ~~such~~with ~~purchases~~our ~~are~~initial ~~made,~~business ~~the~~combination ~~public~~or ~~“float”~~to redeem 100% of our ~~Class~~public Ashares ~~Ordinary~~if ~~Shares~~we ordo ~~Public~~not ~~Warrants~~complete ~~may~~our beinitial ~~reduced~~business ~~and~~combination by the ~~number~~required oftime ~~beneficial~~period ~~holders~~or of(B) with ~~our~~respect ~~securities~~to ~~may~~any beother ~~reduced,~~provision ~~which~~relating ~~may make it difficult~~ to ~~maintain or obtain~~ the ~~quotation,~~rights ~~listing~~of orholders ~~trading~~ of our ~~securities~~Class A onordinary ~~a national securities exchange~~shares.

~~Our~~10 ~~Sponsor,~~Table executive officers, directors, advisors and/or their respective affiliates anticipate that they may identify the shareholders with whom our Sponsor, executive officers, directors, advisors or their respective affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A Ordinary Shares) following our mailing of tender offer or proxy materials in connection with our Initial Business Combination. To the extent that our Sponsor, executive officers, directors, advisors or their respective affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our Initial Business Combination, whether or not such shareholder has already submitted Contents

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a proxy with respect to our Initial Business Combination but only if such shares have not already been voted at the general meeting related to our Initial Business Combination. Our Sponsor, executive officers, directors, advisors or any of their respective affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our Sponsor, executive officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

See “Lexasure Business Combination” above for more information on the requisite approvals needed for the Lexasure Business Combination.

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

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of our Initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then-outstanding Public Shares, subject to the limitations and on the conditions described herein. As of March 31, 2023, the amount in the Trust Account was approximately $10.45 per Public Share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our Sponsor and each member of our Management Team have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Warrants and any Public Shares they may hold in connection with the completion of our Initial Business Combination.

See “Lexasure Business Combination” above for more information on the redemption process and specifics for the Lexasure Business Combination.

Limitations on Redemptions

Our Amended and Restated Memorandum and Articles of Association provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our Initial Business Combination and after payment of deferred underwriters’ commissions (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our Initial Business Combination. For example, the proposed Initial Business Combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed Initial Business Combination. In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the Initial Business Combination or redeem any shares, and all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof.

Manner of Conducting Redemptions

We will provide our ~~Public~~public ~~Shareholders~~shareholders with the opportunity to redeem all or a portion of their Class A ~~Ordinary~~ordinary ~~Shares~~shares upon the completion of our ~~Initial~~initial ~~Business~~business ~~Combination~~combination either (i) in connection with a general meeting called to approve the ~~Initial~~business ~~Business~~combination ~~Combination~~ or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed ~~Initial~~business ~~Business~~combination ~~Combination~~ or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under ~~the~~applicable law or stock exchange listing requirement. ~~Under~~or ~~Nasdaq~~whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules,). ~~asset~~Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our ~~Company~~company where we do not survive and any transactions where we ~~issue more than 20% of our outstanding Ordinary Shares or~~ seek to amend our ~~Amended~~amended and ~~Restated~~restated ~~Memorandum~~memorandum and ~~Articles~~articles of ~~Association~~association would typically require shareholder approval. IfWe wecurrently ~~structure~~intend anto ~~Initial~~conduct ~~Business~~redemptions ~~Combination~~in connection with a ~~target~~shareholder ~~company~~vote inunless ~~a manner that requires~~ shareholder approval, weis ~~will~~ not ~~have~~required ~~discretion~~by asapplicable tolaw ~~whether~~or tostock ~~seek~~exchange alisting ~~shareholder~~requirement ~~vote~~or towe ~~approve~~choose ~~the~~to ~~proposed Initial Business Combination. We may~~ conduct redemptions ~~without a shareholder vote~~ pursuant to the tender offer rules of the SEC ~~unless shareholder approval is required by law or stock exchange listing requirements, or we choose to seek shareholder approval~~ for business or other reasons. ~~So long as we maintain a listing for our securities on Nasdaq, we will be required to comply with such rules.~~

15If we hold a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:

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

	·	file proxy materials with the SEC.

IfIn athe ~~shareholder~~event ~~vote~~that iswe ~~not~~seek ~~required~~shareholder ~~and~~approval weof doour ~~not~~initial ~~decide~~business tocombination, ~~hold~~we awill ~~shareholder~~distribute ~~vote~~proxy ~~for~~materials ~~business~~and, orin ~~other~~connection ~~reasons~~therewith, weprovide ~~will,~~our ~~pursuant~~public toshareholders ~~our~~with ~~Amended~~the ~~and~~redemption ~~Restated~~rights ~~Memorandum~~described ~~and~~above ~~Articles~~upon completion of ~~Association:~~the initial business combination.

●If ~~conduct~~we seek shareholder approval, we will complete our initial business combination only if we obtain the ~~redemptions~~approval ~~pursuant~~of toan ~~Rule~~ordinary ~~13e-4~~resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and ~~Regulation~~vote ~~14E~~at a general meeting of the ~~Exchange~~company, ~~Act~~unless applicable law or applicable stock exchange rules require a different vote, in which ~~regulate~~case ~~issuer~~we ~~tender~~will ~~offers~~complete our initial business combination only if such requisite vote is received. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, the voting of our initial shareholders’ founder shares in favor of our initial business combination will suffice to approve such initial business combination and we will not need any of the outstanding Class A ordinary shares subject to possible redemption to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) any shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the required time period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

●11 ~~file~~Table tender offer documents with the SEC prior to completing our Initial Business Combination which contain substantially the same financial and other information about the Initial Business Combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of ~~proxies.~~Contents

~~Upon~~If ~~the public announcement of our Initial Business Combination,~~ we orconduct ~~our~~redemptions ~~Sponsor~~pursuant ~~will terminate any plan established in accordance with Rule 10b5-1~~ to ~~purchase~~the ~~our~~tender ~~Class~~offer Arules ~~Ordinary~~of ~~Shares in~~ the ~~open~~SEC, ~~market if~~ we ~~elect~~will, pursuant to ~~redeem~~ our ~~Public~~amended ~~Shares~~and ~~through~~restated amemorandum ~~tender~~and ~~offer,~~articles toof ~~comply with Rule 14e-5 under the Exchange Act.~~association:

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our Initial Business Combination until the expiration of the tender offer period. In addition, we will not redeem any Public Shares unless our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our Initial Business Combination and after payment of underwriters’ fees and commissions (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our Initial Business Combination. If Public Shareholder tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the Initial Business Combination.

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

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

~~If,~~Upon ~~however,~~the ~~shareholder~~public ~~approval~~announcement of ~~the~~our ~~transaction~~initial isbusiness ~~required~~combination, byif ~~law~~we orelect ~~stock~~to ~~exchange~~conduct ~~listing~~redemptions ~~requirement,~~pursuant orto wethe ~~decide~~tender tooffer ~~obtain~~rules, ~~shareholder~~we ~~approval~~and ~~for~~our ~~business~~sponsor orwill ~~other~~terminate ~~reasons,~~any weplan ~~will,~~established ~~pursuant~~in accordance with Rule 10b5-1 to ~~our~~purchase ~~Amended~~Class A ~~and~~ordinary ~~Restated~~shares ~~Memorandum~~in ~~and~~the ~~Articles~~open ofmarket, ~~Association:~~in order to comply with Rule 14e-5 under the Exchange Act.

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

●Limitation ~~file~~on ~~proxy~~Redemption ~~materials~~upon ~~with~~Completion ~~the~~of ~~SEC.~~Our Initial Business Combination

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

IfHowever, we ~~seek~~would ~~shareholder~~not ~~approval,~~be werestricting ~~will complete~~ our ~~Initial~~shareholders’ ~~Business~~ability ~~Combination~~to ~~only~~vote if it is approved by Ordinary Resolution. A quorum for such meeting will consist of the holders present in person or by proxy of the outstanding shares the Company representing one-half (1/2) of the voting power of all ~~outstanding shares~~ of ~~the Company entitled to vote at such meeting. Our Initial Shareholders will count toward this quorum and pursuant to the letter agreement, our Initial Shareholders have agreed to vote~~ their ~~Founder~~shares ~~Shares and any Public Shares purchased during or after the IPO~~ (including in open market and privately negotiated transactions) in favor of our Initial Business Combination. For purposes of seeking approval of the majority of our outstanding Ordinary Shares voted, non-votes will have no effect on the approval of our Initial Business Combination once a quorum is obtained. In addition, pursuant to the terms of the Forward Purchase Agreement, the Forward Purchase Investor has agreed that it shall vote any shares ~~purchased during or after the IPO,~~ in ~~favor~~excess of ~~our Initial Business Combination. As a result of~~ the ~~aggregate~~15% ~~redemptions~~limit) of Public Shares in connection with the Extension and the number of outstanding Founder Shares held by our Initial Shareholders, unless otherwise required under applicable law, we will not require the vote of the holders of any of the Public Shares sold in our Initial Public Offering to be voted in favor of an Initial Business Combination in order to have our Initial Business Combination approved. These quorums and voting thresholds, and the voting agreements of our Initial Shareholders, may make it more likely that we will consummate our Initial Business Combination. Each Public Shareholder may elect to redeem its Public Shares irrespective of whether they vote for or against ~~the~~our ~~proposed~~initial ~~transaction~~business combination.

Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Shareholder Approval

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

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

Upon the public announcement of our Initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A Ordinary Shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. We intend to require our Public ~~Shareholders~~shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” ~~to,~~will atbe ~~the~~required ~~holder’s~~to ~~option,~~ either ~~deliver~~tender their ~~share~~ certificates to(if ~~our~~any) ~~transfer agent or deliver their shares~~ to our transfer agent ~~electronically using the DWAC System,~~ prior to the date set forth in the proxy ~~materials~~solicitation or tender offer ~~documents~~materials, as applicable., Inmailed ~~the~~to ~~case~~such ~~of proxy materials~~holders, ~~this~~or ~~date may be up~~ to ~~two~~deliver ~~business~~their ~~days~~shares ~~prior~~ to the ~~vote~~transfer onagent ~~the~~electronically ~~proposal~~using toThe ~~approve~~Depository ~~the~~Trust ~~Initial~~Company’s ~~Business~~DWAC ~~Combination.~~(Deposit/ InWithdrawal ~~addition,~~At ifCustodian) weSystem ~~conduct~~(“DWAC ~~redemptions~~System”, inat ~~connection~~the ~~with~~holder’s ~~a shareholder vote~~option, wein ~~intend~~each tocase ~~require~~up ~~a Public Shareholder seeking redemption of its Public Shares~~ to ~~also submit a written request for redemption to our transfer agent~~ two business days prior to the ~~vote~~initially inscheduled ~~which~~vote ~~the~~to ~~name~~approve of the ~~beneficial~~business ~~owner of such shares is included~~combination. The proxy ~~materials~~solicitation or tender offer ~~documents~~materials, as applicable, that we will furnish to holders of our ~~Public~~public ~~Shares~~shares in connection with our ~~Initial~~initial ~~Business~~business ~~Combination~~combination will indicate ~~whether~~the weapplicable ~~are~~delivery ~~requiring~~requirements, ~~Public~~which ~~Shareholders~~will toinclude ~~satisfy~~the ~~such~~requirement ~~delivery~~that ~~requirements.~~a Webeneficial ~~believe~~holder ~~that~~must ~~this~~identify ~~will~~itself ~~allow~~in ~~our~~order ~~transfer~~to ~~agent~~validly toredeem ~~efficiently~~its ~~process~~shares. ~~any~~Accordingly, ~~redemptions~~a ~~without~~public ~~the~~shareholder ~~need~~would ~~for~~have ~~further~~from ~~communication~~the ortime ~~action~~we ~~from~~send ~~the~~out ~~redeeming~~our ~~Public~~tender ~~Shareholders,~~offer ~~which~~materials ~~could~~until ~~delay~~the ~~redemptions~~close ~~and~~of ~~result~~the intender ~~additional~~offer ~~administrative~~period, ~~cost.~~or Ifup ~~the~~to ~~proposed~~two ~~Initial~~business ~~Business~~days ~~Combination~~prior isto ~~not~~the ~~approved~~initially ~~and~~scheduled wevote ~~continue~~on the proposal to ~~search~~approve ~~for~~the abusiness ~~target~~combination ~~company,~~if we ~~will~~distribute ~~promptly~~proxy ~~return~~materials, ~~any~~as ~~certificates~~applicable, orto ~~shares~~tender ~~delivered~~its byshares ~~Public~~if ~~Shareholders~~it ~~who~~wishes ~~elected~~to seek to ~~redeem~~exercise ~~their~~its ~~shares~~redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their ~~Public~~public ~~Shares~~shares.

~~There~~12 isTable ~~a nominal cost associated with the above-referenced tendering process and the act~~ of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $100 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.Contents

InThere ~~order~~is toa ~~perfect~~nominal ~~redemption~~cost ~~rights~~associated ~~in connection~~ with ~~their business combinations, many blank check companies would distribute proxy materials for~~ the ~~shareholders’~~above-referenced ~~vote~~tendering onprocess ~~a business combination,~~ and athe ~~holder~~act ~~could~~of ~~simply~~certificating ~~vote~~the ~~against~~shares aor ~~proposed~~delivering ~~business~~them ~~combination~~through ~~and check a box on~~ the ~~proxy~~DWAC ~~card~~System. ~~indicating~~The ~~such~~transfer ~~holder~~agent ~~was~~will ~~seeking~~typically tocharge ~~exercise his or her redemption rights. After~~ the ~~business~~tendering ~~combination~~broker ~~was~~a ~~approved,~~fee ~~the~~and ~~company~~it would ~~contact~~be ~~such~~up ~~shareholder~~ to ~~arrange~~the ~~for~~broker ~~him~~whether or ~~her~~not to ~~deliver~~pass ~~his~~this orcost ~~her~~on ~~certificate~~ to ~~verify~~the ~~ownership~~redeeming holder. ~~As a result~~However, ~~the~~this ~~shareholder~~fee ~~then~~would ~~had~~be anincurred ~~“option~~regardless ~~window” after the completion~~ of ~~the~~whether ~~business combination during which he~~ or ~~she~~not ~~could~~we ~~monitor~~require ~~the~~holders ~~price~~seeking ~~of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares~~ to ~~the~~exercise ~~company for cancellation. As a result, the~~ redemption rights, to ~~which~~tender ~~shareholders~~their ~~were~~shares. ~~aware~~The ~~they~~need ~~needed~~ to ~~commit~~deliver ~~before~~shares ~~the~~is ~~general~~a ~~meeting,~~requirement ~~would~~of ~~become~~exercising ~~“option”~~redemption rights ~~surviving~~regardless ~~past~~of the ~~completion~~timing of ~~the~~when ~~business~~such ~~combination until the redeeming holder delivered its certificate. The requirement for physical or electronic~~ delivery ~~prior~~must tobe ~~the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved~~effectuated.

~~Any~~The ~~request~~foregoing tois ~~redeem~~different ~~such~~from ~~shares,~~the ~~once~~procedures ~~made,~~used ~~may~~by bemany ~~withdrawn~~blank atcheck ~~any~~companies. ~~time~~In uporder to ~~the~~perfect ~~date~~redemption ~~set~~rights ~~forth~~ in ~~the~~connection ~~tender~~with ~~offer~~their ~~materials~~business orcombinations, ~~the~~many ~~date~~blank ofcheck ~~the~~companies ~~general~~would ~~meeting~~distribute ~~set~~proxy ~~forth~~materials infor ~~our~~the ~~proxy~~shareholders’ ~~materials,~~vote ason ~~applicable.~~an ~~Furthermore~~initial business combination, ifand a holder ofcould simply vote against a ~~public~~proposed ~~share~~business ~~delivered~~combination ~~its~~and ~~certificate~~check ina ~~connection~~box ~~with~~on anthe ~~election~~proxy ofcard indicating such holder was seeking to exercise his or her redemption rights. ~~and~~After ~~subsequently~~the ~~decides~~business ~~prior~~combination towas approved, the ~~applicable~~company ~~date~~would ~~not~~contact such shareholder to ~~elect~~arrange for him or her to ~~exercise~~deliver ~~such~~his ~~rights,~~or ~~such~~her ~~holder~~certificate ~~may~~to ~~simply~~verify ~~request~~ownership. ~~that~~As a result, the ~~transfer~~shareholder ~~agent~~then ~~return~~had an “option window” after the ~~certificate~~completion ~~(physically~~of the business combination during which he or ~~electronically)~~she could monitor the price of the company’s shares in the market. ItIf isthe ~~anticipated~~price ~~that~~rose above the ~~funds~~redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to bethe ~~distributed~~company for cancellation. As a result, the redemption rights, to ~~holders~~which ofshareholders ~~our~~were ~~Public~~aware ~~Shares~~they ~~electing~~needed to ~~redeem~~commit ~~their~~before ~~shares~~the ~~will~~general bemeeting, ~~distributed~~would ~~promptly~~become ~~after~~“option” rights surviving past the completion of ~~our~~the ~~Initial~~business ~~Business~~combination ~~Combination~~until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

IfAny ~~our~~request ~~Initial~~to ~~Business~~redeem ~~Combination~~such isshares, ~~not~~once ~~approved~~made, ormay ~~completed~~be ~~for~~withdrawn at any ~~reason,~~time ~~then~~up ~~our~~to ~~Public~~two ~~Shareholders~~business ~~who~~days ~~elected~~prior to ~~exercise~~the ~~their~~initially ~~redemption~~scheduled ~~rights~~vote ~~would~~on ~~not~~the beproposal ~~entitled~~to approve the business combination, unless otherwise agreed to ~~redeem~~by ~~their~~us ~~shares~~or ~~for~~as otherwise provided in the ~~applicable~~proxy ~~pro~~statement. ~~rata~~Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the ~~Trust~~applicable ~~Account.~~date Innot to elect to exercise such ~~case~~rights, wesuch ~~will~~holder ~~promptly~~may simply request that the transfer agent return ~~any~~the ~~certificates~~certificate (ifphysically ~~any~~or electronically). ~~delivered~~It byis ~~Public~~anticipated ~~Shareholders~~that ~~who~~the ~~elected~~funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

17If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

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

Our amended and restated memorandum and articles of association currently provide that we have until March 3, 2026 to consummate an initial business combination. If we have not consummated an initial business combination by March 3, 2026, we will: (i) cease all operations except for the ~~Lexasure~~purpose ~~Business~~of ~~Combination~~winding isup; (ii) as promptly as reasonably possible but not ~~completed~~more than ten business days thereafter, weredeem ~~may~~the ~~continue~~public shares, at a per-share price, payable in cash, equal to ~~try~~the aggregate amount then on deposit in the trust account, including interest and other income earned on the funds held in the trust account and not previously released to ~~complete~~us anto ~~Initial~~pay ~~Business~~our ~~Combination~~income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with arespect ~~different~~to ~~target~~our ~~until~~warrants, which will expire worthless if we fail to consummate an initial business combination by March 3, ~~2024~~2026. Our amended and restated memorandum and articles of association provide that, 27if ~~months~~we ~~from~~wind up for any other reason prior to the ~~closing~~consummation of ~~the~~our ~~IPO~~initial business combination, ~~pursuant~~we will follow the foregoing procedures with respect to the ~~Extension~~liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

~~Redemption~~13 Table of ~~Public Shares and Liquidation if No Initial Business Combination~~Contents

Our ~~Amended~~sponsor and ~~Restated~~each ~~Memorandum~~member ~~and Articles~~ of ~~Association~~our ~~provide~~management ~~that~~team ~~we will~~ have ~~only~~entered 27into ~~months~~agreements ~~from~~with ~~the closing of the IPO to complete our Initial Business Combination~~us, pursuant to ~~the~~which ~~Extension.~~they Ifhave weagreed ~~are unable~~ to ~~complete~~waive ~~our~~their ~~Initial~~rights ~~Business~~to ~~Combination~~liquidating bydistributions ~~the~~from ~~end of~~ the ~~Combination~~trust ~~Period,~~account wewith ~~will:~~respect (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~~any ~~aggregate~~founder ~~amount~~shares ~~then~~they onhold ~~deposit~~if inwe ~~the~~fail ~~Trust Account, including interest (less up~~ to ~~$100,000~~consummate ofan ~~interest~~initial tobusiness ~~pay~~combination ~~liquidation expenses and net of taxes payable), divided~~ by ~~the~~March ~~number of then-outstanding Public Shares~~3, ~~which~~2026 ~~redemption~~(although they will ~~completely~~be ~~extinguish~~entitled ~~Public Shareholders’ rights as shareholders (including the right~~ to ~~receive~~liquidating ~~further liquidation~~ distributions, iffrom ~~any); and (iii) as promptly as reasonably possible following such redemption, subject to~~ the ~~approval~~trust ofaccount our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to ~~our~~any ~~Warrants,~~public ~~which~~shares ~~will~~they ~~expire~~hold ~~worthless~~ if we fail to complete our ~~Initial~~initial ~~Business~~business ~~Combination~~combination bywithin the ~~end~~prescribed oftime ~~the Combination Period~~frame).

Our sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by March 3, 2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest and other income earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer or director, or any other person.

If necessary, we expect that costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the funds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of our Initial Public Offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $11.62.. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $11.62. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our prior sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $11.62 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 $11.62 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our income tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriter of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of the company. Therefore, we cannot assure you that our prior sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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In the event that the proceeds in the trust account are reduced below the lesser of (i) $11.62 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 $11.62 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest that may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $11.62 per public share.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $11.62 per public share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Our public shareholders are entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination by March 3, 2026, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by March 3, 2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination by March 3, 2026, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

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Competition

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

Employees

We currently have ~~two~~one executive ~~officers~~officer and ado ~~junior~~not ~~staffer~~intend to have any full-time employees prior to the completion of our Business Combination. ~~These~~Members ~~individuals~~of our management team are not obligated to devote any specific number of hours to our matters, but they ~~devote~~are devoting as much of their time as they deem necessary to our affairs until we have completed our ~~Initial~~ Business Combination. The amount of time ~~they~~that ~~devote~~any such person devotes in any time period ~~varies~~to our company will vary based on ~~and~~whether ~~the~~a ~~stage~~target ofbusiness ~~the~~has ~~Initial~~been selected for our Business Combination ~~process~~and wethe ~~are~~current instage of the business combination process.

~~Available~~Item ~~Information~~1A. Risk Factors

WeSummary have registered our Units, Class A Ordinary Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of ~~the~~Risk ~~Exchange Act, our annual reports, including this Report, contain financial statements audited and reported on by our independent registered public auditors.~~Factors

WeAn ~~will~~investment ~~provide~~in ~~shareholders~~our ~~with~~securities ~~audited~~involves ~~financial~~a ~~statements~~high degree of ~~the~~risk. ~~prospective~~You ~~target~~should ~~business~~consider ascarefully ~~part~~all of the ~~tender~~risks ~~offer~~described ~~materials~~below, ortogether ~~proxy~~with ~~solicitation~~the ~~materials~~other ~~sent~~information tocontained ~~shareholders to assist them~~ in ~~assessing~~this ~~the~~Annual ~~target~~Report ~~business~~on Form 10-K, including ~~such~~in as the ~~Lexasure~~section ~~Registration~~entitled ~~Statement.~~“Risk ~~These~~Factors,” ~~financial~~before ~~statements~~making ~~may~~a bedecision ~~required~~ to beinvest ~~prepared~~ in ~~accordance~~our ~~with,~~units. orIf beany ~~reconciled~~of ~~to, GAAP, or~~ the ~~International~~following ~~Financial~~events ~~Reporting Standards~~occur, asour ~~issued by the International Accounting Standards Board~~business, ~~depending~~financial oncondition ~~the circumstances~~ and ~~the~~operating ~~historical~~results ~~financial statements~~ may be ~~required~~materially toadversely ~~be audited in accordance with the PCAOB~~affected. ~~These~~In ~~financial~~that ~~statement~~event, ~~requirements may limit~~ the ~~pool~~trading price of ~~potential~~our ~~target~~securities ~~businesses~~could wedecline, ~~may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules~~ and ~~complete~~you ~~our~~could ~~Initial~~lose ~~Business~~all ~~Combination~~or ~~within~~part ~~the~~of ~~prescribed~~your ~~time frame~~investment. ~~While~~Such ~~this~~risks ~~may limit the pool of potential acquisition candidates~~include, webut doare not ~~believe~~limited ~~that this limitation will be material.~~to:

· We ~~are~~have ~~required~~no operating history and, accordingly, you have no basis on which to evaluate our ~~internal~~ability ~~control~~to ~~procedures~~achieve ~~for~~our ~~the~~business ~~fiscal~~objective. ~~year~~· ~~ended~~We may not be able to consummate a Business Combination before March 313, ~~2023~~2026 asor ~~required~~during byany ~~the~~Extension ~~Sarbanes-Oxley~~Period, ~~Act.~~in ~~Only~~which incase we would cease all operations except for the ~~event~~purpose weof ~~are~~winding ~~deemed~~up toand bewe awould ~~large~~redeem ~~accelerated~~our ~~filer~~public orshares anand ~~accelerated~~liquidate. ~~filer~~· ~~will~~If we have not completed our Business Combination by March 3, 2026, unless otherwise extended, our public shareholders may be ~~required~~forced to ~~have~~wait beyond such date before redemption proceeds from our ~~internal~~Trust ~~control~~Account ~~procedures~~become ~~audited~~available. A· ~~target~~Our ~~company~~shareholders may not be inafforded ~~compliance~~an ~~with~~opportunity ~~the~~to ~~provisions~~vote on our proposed Business Combination, which means we may complete our Business Combination even though a majority of ~~the~~our ~~Sarbanes-Oxley~~public ~~Act~~shareholders ~~regarding~~do ~~adequacy~~not support such a combination. · Our Initial Shareholders will be able to approve the Business Combination, regardless of how our public shareholders vote.

1816 Table of Contents

~~Table~~· Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of ~~Contents~~your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination.

~~their~~· ~~internal~~We ~~controls~~depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our Business Combination. · The ~~development~~requirement ofthat we consummate a Business Combination by March 3, 2026 may give potential target businesses leverage over us in negotiating a Business Combination and may limit the ~~internal~~time ~~controls~~we ofhave ~~any~~in ~~such~~which ~~entity~~to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to ~~achieve~~complete ~~compliance~~our Business Combination on terms that would produce value for our shareholders. · Our search for a Business Combination, and any target business with ~~the~~which ~~Sarbanes-Oxley~~we ~~Act~~ultimately consummate a Business Combination, may ~~increase~~be materially adversely affected by the ~~time~~ongoing military conflicts and ~~costs~~other ~~necessary~~geopolitical uncertainties. · Increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to ~~complete~~consummate a Business Combination. · Our sponsor, directors, executive officers, advisors or any of their affiliates may elect to purchase public shares or Warrants, which may influence a vote on a proposed Business Combination and reduce the public “float” of our Class A ordinary shares or Public Warrants. · If we seek shareholder approval of our Business Combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such ~~acquisition~~shares in excess of 15% of our Class A ordinary shares. · Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our Business Combination. If we have not consummated our Business Combination by March 3, 2026, unless otherwise extended, our public shareholders may receive only approximately $11.62 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.

We· ~~have~~You ~~filed~~do anot ~~Registration~~have ~~Statement~~any onrights ~~Form~~or ~~8-A~~interests ~~with~~in ~~the~~funds ~~SEC~~from tothe ~~voluntarily~~Trust ~~register~~Account, ~~our~~except ~~securities~~ under ~~Section~~certain 12limited ofcircumstances. ~~the~~Therefore, ~~Exchange~~to ~~Act.~~liquidate Asyour ~~a result~~investment, weyou ~~are~~may ~~subject~~be forced to ~~the~~sell ~~rules~~your ~~and~~public ~~regulations~~shares ~~promulgated~~or ~~under~~Public ~~the~~Warrants, ~~Exchange~~potentially ~~Act~~at a loss. We· Our Initial Shareholders have noa ~~current~~controlling ~~intention~~interest ofin ~~filing~~us and thus may exert control over actions requiring a ~~Form~~shareholder 15vote, topotentially ~~suspend~~in a manner that you do not support. · We have identified material weaknesses in our internal controls over financial reporting. orThe ~~other~~material ~~obligations~~weaknesses ~~under~~could ~~the~~continue ~~Exchange~~to ~~Act~~adversely ~~prior~~affect orour ~~subsequent~~ability to ~~the~~report ~~consummation~~our results of ~~our~~operations ~~Initial~~and ~~Business~~financial ~~Combination~~condition accurately and in a timely manner.

We· ~~are~~The anfunds ~~“emerging growth company,” as defined~~ in ~~Section 2(a) of~~ the ~~Securities~~Trust ~~Act,~~Account ~~as modified by the JOBS Act. As such, we~~ are ~~eligible~~currently toheld ~~take~~in ~~advantage~~cash ofin ~~certain~~an ~~exemptions~~interest-bearing ~~from~~account, ~~various~~and ~~reporting~~interest ~~requirements~~rate ~~that~~can ~~are~~vary ~~applicable~~significantly, towhich ~~other~~could ~~public~~reduce ~~companies~~the ~~that~~interest ~~are~~income ~~not~~available ~~“emerging~~for ~~growth~~payment ~~companies”~~of ~~including,~~taxes ~~but~~or ~~not~~reduce ~~limited to, not being required to comply with~~ the ~~auditor~~value ~~attestation requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley~~assets ~~Act,~~held ~~reduced disclosure obligations regarding executive compensation~~ in ~~our~~trust ~~periodic~~such ~~reports~~that ~~and proxy statements, and exemptions from~~ the ~~requirements~~per ofshare ~~holding~~redemption aamount ~~non-binding~~received ~~advisory~~by ~~vote~~shareholders ~~on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there~~ may be a less ~~active~~than ~~trading~~$11.62 ~~market~~per ~~for our securities and the prices of our securities may be more volatile~~share.

In17 ~~addition,~~Table ~~Section 107~~ of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.Contents

We· ~~will~~Since ~~remain~~our ansponsor, ~~emerging~~executive ~~growth~~officers ~~company~~and ~~until~~directors ~~the~~will ~~earlier~~lose oftheir ~~(1)~~entire ~~the~~investment ~~last~~in ~~day~~us ofif ~~the~~our ~~fiscal~~Business ~~year~~Combination ~~(a)~~is ~~following~~not ~~December~~completed 3,(other ~~2026,~~than ~~the~~with ~~fifth~~respect ~~anniversary~~to ofpublic ~~the~~shares ~~completion~~they ofmay ~~our~~acquire), ~~Initial~~a ~~Public~~conflict ~~Offering,~~of ~~(b)~~interest inmay ~~which~~arise wein ~~have~~determining ~~total~~whether ~~annual~~a ~~gross~~particular ~~revenue~~business ofcombination attarget ~~least~~is ~~$1.235~~appropriate ~~billion,~~for orour ~~(c)~~Business inCombination. ~~which~~· weYou ~~are~~will ~~deemed~~not to be aentitled ~~large~~to ~~accelerated~~protections ~~filer,~~normally ~~which~~afforded ~~means~~to ~~the~~investors ~~market value~~ of ~~our~~many ~~Ordinary~~other ~~Shares~~blank ~~that~~check iscompanies. ~~held~~· byOur ~~non-affiliates~~registered ~~exceeds~~independent ~~$700~~public ~~million~~accountants ashave ofincluded ~~the~~an ~~prior~~explanatory ~~September~~paragraph ~~30th, and (2) the date~~ on ~~which~~our weability ~~have~~to ~~issued~~continue ~~more~~as ~~than~~a ~~$1.0~~going ~~billion~~concern in ~~non-convertible~~their ~~debt~~report ~~securities~~of ~~during~~registered ~~the~~independent ~~prior~~public ~~three-year~~accounting ~~period~~firm.

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

~~Exempted~~Risks ~~companies~~Relating ~~are Cayman Islands companies wishing~~ to ~~conduct~~Our ~~business~~Search ~~outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied~~ for ~~and have received a tax exemption undertaking from the Cayman Islands government that~~, inConsummation ~~accordance with Section 6~~ of ~~the Tax Concessions Law (2018 Revision) of the Cayman Islands~~, ~~for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains~~ or ~~appreciations~~Inability ~~shall apply~~ to ~~us or our operations and~~Consummate, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a ~~payment~~Business ofCombination ~~dividend~~and orPost-Business ~~other~~Combination ~~distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us~~Risks.

We have no operating history and, accordingly, you have no basis on which to evaluate our ability to achieve our business objective.

~~Item~~We 1Aare a blank check company established under the laws of the Cayman Islands with no operating results. ~~Risk~~Because ~~Factors~~we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our Business Combination with one or more target businesses or assets. We have not yet selected our business combination target and may be unable to complete our Business Combination. If we fail to complete our Business Combination, we will never generate any operating revenues.

AsWe amay ~~smaller~~not ~~reporting~~be ~~company~~able ~~under~~to ~~Rule~~consummate ~~12b-2~~a ofBusiness ~~the~~Combination ~~Exchange~~before ~~Act~~March 3, we2026, ~~are~~in ~~not~~which ~~required~~case towe ~~include~~would ~~risk~~cease ~~factors~~all inoperations ~~this~~except ~~Report.~~for ~~However,~~the ~~below~~purpose ~~is a partial list~~ of ~~material~~winding ~~risks,~~up ~~uncertainties~~ and ~~other~~we ~~factors~~would ~~that~~redeem ~~could~~our ~~have~~public ashares ~~material effect on the Company~~ and ~~its operations:~~liquidate.

●We wemay not be able to find a suitable target business and consummate a Business Combination before March 3, 2026. Our ability to complete our Business Combination is dependent on a variety of factors, many of which are beyond our control, such as the due diligence and negotiation process with a ~~blank~~Business ~~check~~Combination ~~company~~target, review process of the U.S. Securities and Exchange Commission of any Business Combination, the stock exchange listing process, general market conditions, volatility in the capital and debt markets, conflict and the other risks described herein. The decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, global macroeconomic conditions including heightened inflation and other geopolitical events (such as current or anticipated military conflict, including between Russia and Ukraine and the armed conflicts in the Middle East, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. Although we are required to offer shareholders redemption rights in connection with any shareholder vote to approve a Business Combination, or if we seek to extend the date by which we are required to complete our Business Combination at an extraordinary general meeting of shareholders to vote upon an amendment to our amended and restated memorandum and articles of association for such extension (an “Extension”), and such extension period, the “Extension Period,” there may be no ~~revenue~~extraordinary general meeting of shareholders to vote upon our Business Combination or ~~basis~~an Extension before March 3, 2026, the date by which we are required to ~~evaluate~~complete our ~~ability~~Business Combination or be forced to ~~select~~liquidate. Even if our Business Combination or an Extension is approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate our Business Combination on commercially acceptable terms, or at all. Other than in connection with a ~~suitable~~redemption ~~business~~offer ~~target;~~or liquidation, our shareholders may be unable to recover their investment, except through sales of our securities on the open market. The price of our securities may be volatile, and there can be no assurance that shareholders will be able to dispose of our securities at favorable prices, or at all.

●18 weTable ~~may~~of ~~not be able to select an appropriate target business or businesses and complete our Initial Business Combination in the prescribed time frame, including the Lexasure Business Combination;~~Contents

●If we have not completed our ~~expectations~~Business ~~around~~Combination by March 3, 2026, we will: (i) cease all operations except for the ~~performance~~purpose of awinding ~~prospective~~up; ~~target~~(ii) as promptly as reasonably possible but not more than ten business days thereafter, ~~such~~redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as ~~Lexasure~~shareholders (including the right to receive further liquidation distributions, orif ~~businesses~~any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Due to certain provisions of the Companies Law, investors may ~~not~~be forced to wait beyond the prescribed time frame before the redemption proceeds of our Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from our Trust Account. In such case, our public shareholders may receive only $11.62 per public share, or less than $11.62 per public share, on the redemption of their shares, and our Warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the Trust Account could be ~~realized;~~reduced and the per-share redemption amount received by shareholders may be less than $11.62 per public share” and other risk factors herein.

19If we have not completed our Business Combination by March 3, 2026, unless otherwise extended, our public shareholders may be forced to wait beyond such date before redemption proceeds from our Trust Account become available.

~~Table~~If we have not completed our Business Combination by March 3, 2026, unless otherwise extended, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of ~~Contents~~interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public share from the Trust Account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond March 3, 2026 before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our Business Combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our Business Combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

●Our weInitial ~~may~~Shareholders ~~not~~will be ~~successful~~able into ~~retaining~~approve orthe ~~recruiting~~Business ~~required~~Combination ~~officers,~~regardless ~~key~~of ~~employees~~how ~~or directors following~~ our ~~Initial~~public ~~Business~~shareholders ~~Combination;~~vote.

●Our ~~our~~amended ~~officers~~and restated memorandum and ~~directors~~articles ~~may~~of ~~have~~association ~~difficulties~~provide ~~allocating~~that, ~~their~~if ~~time~~we ~~between~~seek shareholder approval, we will complete our Business Combination only if we obtain the ~~Company~~approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and ~~other~~entitled ~~businesses~~to vote thereon and ~~may~~who ~~potentially~~vote at a general meeting. Our Initial Shareholders have ~~conflicts~~agreed (and their permitted transferees will agree), pursuant to the terms of ~~interest~~a letter agreement entered into with ~~our~~us, ~~business~~to orvote their Founder Shares and any public shares held by them in ~~approving~~favor of our Business Combination. As a result, given that our Initial Shareholders own approximately 85.9% of our outstanding ordinary shares, we don’t need any additional public shares voted in favor of a Business Combination; in order to have our Business Combination approved.

●Your weonly ~~may~~opportunity ~~not be able~~ to ~~obtain~~affect ~~additional~~the ~~financing~~investment todecision ~~complete~~regarding ~~our~~a ~~Initial~~potential Business Combination, ~~including~~will be limited to the ~~Lexasure~~exercise ~~Business~~of ~~Combination~~your right to redeem your shares from us for cash, orunless ~~reduce~~we ~~the~~seek ~~number~~shareholder approval of ~~shareholders~~such ~~requesting~~Business ~~redemption;~~Combination.

●The weInitial ~~may~~Shareholders ~~issue~~will ~~our~~be ~~shares~~able to ~~investors~~approve the Business Combination without favorable votes from any public shareholders. Accordingly, your only opportunity to affect the investment decision regarding a potential Business Combination may be limited to exercising your redemption rights within the period of time set forth in ~~connection~~the ~~with~~documents mailed to our ~~Initial~~public shareholders in which we describe our Business Combination atin aconnection ~~price~~with ~~that~~the isshareholder ~~less~~meeting ~~than~~held for the ~~prevailing~~purpose ~~market~~of ~~price~~voting ofon ~~our~~whether ~~shares~~to atapprove ~~that~~the ~~time;~~Business Combination.

●19 ~~you~~Table ~~may~~of ~~not be given the opportunity to choose the initial business target or to vote on the Initial Business Combination;~~Contents

●The ~~Trust~~ability ~~Account~~of ~~funds~~our public shareholders to redeem their shares for cash may ~~not~~make beour ~~protected~~financial ~~against~~condition ~~third~~unattractive ~~party~~to ~~claims~~potential orbusiness ~~bankruptcy;~~combination targets, which may make it difficult for us to enter into a Business Combination with a target.

●We anmay ~~active~~seek ~~market~~to ~~for~~enter into a Business Combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. As of March 31, 2025, we had approximately $2,382,346 million in our Trust Account. If too many public ~~securities~~shareholders exercise their redemption rights, we may not ~~develop~~be able to meet such closing condition and, ~~you~~as a result, may not be able to consummate the Business Combination. Prospective targets will ~~have~~be ~~limited~~aware ~~liquidity~~of these risks and, ~~trading;~~thus, may be reluctant to enter into a Business Combination with us. If we are able to consummate a Business Combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay, among other fees, the deferred underwriting commissions owed by us in connection with our Public Offering.

●We ~~our~~depend ~~financial~~on ~~performance~~loans ~~following~~from anour ~~Initial~~sponsor, ~~Business~~its ~~Combination~~affiliates ~~with~~or anmembers ~~entity~~of ~~may~~our bemanagement ~~negatively~~team ~~affected~~to byfund ~~their~~our ~~lack~~search ofand anto ~~established~~complete ~~record~~our ofBusiness ~~revenue, cash flows and experienced management;~~Combination.

●We ~~there~~need ~~may~~to beborrow ~~more~~funds ~~competition~~from toour ~~find~~sponsor, anits ~~attractive~~affiliates, ~~target~~members of our management team or other third parties for anour ~~Initial~~operating ~~Business~~expenses. ~~Combination~~Neither our sponsor, ~~which~~members ~~could~~of ~~increase~~our management team nor their affiliates is under any obligation to make any loan or advance to us. Any such advances may be repaid only from funds held outside the ~~costs~~Trust ~~associated~~Account ~~with~~or ~~completing~~from ~~our~~funds ~~Initial~~released to us upon completion of our Business Combination. ~~and~~We ~~may~~do ~~result~~not inexpect to seek loans from parties other than our ~~inability~~sponsor, its affiliates or members of our management team as we do not believe third parties will be willing to ~~find~~loan such funds and provide a ~~suitable~~waiver ~~target;~~against any and all rights to seek access to funds in our Trust Account.

●If ~~changes~~we inhave not consummated our Business Combination before March 3, 2026 or the ~~market~~end ~~for~~of ~~directors~~any Extension Period because we do not have sufficient funds available to us, we will be forced to cease operations and ~~officers~~liquidate ~~liability~~the ~~insurance~~Trust ~~could~~Account. ~~make~~Consequently, itour ~~more~~public ~~difficult~~shareholders may only receive an estimated $11.62 per public share, or possibly less, on our redemption of our public shares, and ~~more~~our ~~expensive~~Warrants ~~for~~will usexpire worthless. See also “—Our registered independent public accountants have included an explanatory paragraph on our ability to ~~negotiate~~continue as a going concern in their report of registered independent public accounting firm” and ~~complete~~“—If anthird ~~Initial~~parties ~~Business~~bring ~~Combination;~~claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.62 per public share” and other risk factors herein.

●The inrequirement ~~the event~~ that ~~the~~we ~~Lexasure~~consummate a Business Combination isbefore ~~not~~March ~~completed~~3, 2026 may give potential target businesses leverage over us in negotiating a Business Combination and wemay ~~seek~~limit ~~alternative~~the ~~targets,~~time we ~~may~~have ~~attempt~~in which to ~~simultaneously~~conduct ~~complete~~due ~~business~~diligence ~~combinations~~on ~~with~~potential ~~multiple~~business ~~prospective~~combination targets, in particular as we approach our dissolution deadline, which ~~may~~could ~~hinder~~undermine our ability to complete our ~~Initial~~ Business Combination ~~and~~on ~~give~~terms ~~rise to increased costs and risks~~ that ~~could~~would ~~negatively~~produce ~~impact~~value for our ~~operations and profitability;~~shareholders.

●Any wepotential ~~may~~target ~~engage~~business ~~one~~with orwhich ~~more~~we ofenter ~~our~~into ~~underwriters~~negotiations orconcerning ~~one~~a ofBusiness ~~their~~Combination ~~respective~~will ~~affiliates~~be toaware ~~provide~~that ~~additional~~we ~~services~~must toconsummate usa ~~after~~Business ~~the~~Combination ~~Initial~~by ~~Public~~March ~~Offering~~3, ~~which~~2026, ~~may~~unless ~~include~~otherwise ~~acting~~extended. asConsequently, asuch ~~financial~~target ~~advisor~~business inmay ~~connection~~obtain ~~with~~leverage anover ~~Initial~~us ~~Business~~in ~~Combination~~negotiating ora asBusiness ~~placement~~Combination, ~~agent~~knowing inthat ~~connection~~if ~~with~~we ado ~~related~~not ~~financing~~complete ~~transaction.~~our ~~Our~~Business ~~underwriters~~Combination ~~are~~with ~~entitled~~that toparticular ~~receive~~target ~~deferred~~business, ~~underwriting~~we ~~commissions~~may ~~that~~be ~~will~~unable beto ~~released~~complete ~~from~~our ~~the~~Business ~~Trust~~Combination ~~Account~~with ~~only~~any ~~upon~~target ~~completion~~business. ofThis anrisk ~~Initial~~will ~~Business~~increase ~~Combination.~~as ~~These~~we ~~financial~~get ~~incentives~~closer ~~may~~to ~~cause~~the ~~them~~end toof ~~have~~the ~~potential~~time ~~conflicts~~frame ofdescribed ~~interest~~above. inIn ~~rendering~~addition, ~~any~~we ~~such~~may ~~additional~~have ~~services~~limited time to usconduct ~~after~~due ~~the~~diligence ~~Initial~~and ~~Public~~may ~~Offering,~~enter ~~including,~~into ~~for~~our ~~example,~~Business inCombination ~~connection~~on ~~with~~terms ~~the~~that ~~sourcing~~we ~~and~~would ~~consummation~~have ofrejected anupon ~~Initial~~a ~~Business~~more ~~Combination;~~comprehensive investigation.

●20 weTable ~~may~~of attempt to complete our Initial Business Combination with a private company, such as Lexasure, about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all;Contents

●Increases ~~our~~in ~~Warrants~~inflation ~~are accounted for as derivative liabilities~~ and ~~are~~interest ~~recorded~~rates ~~at fair value upon issuance with changes~~ in ~~fair value each period reported in earnings, which may have an adverse effect on~~ the ~~market~~United ~~price~~States ofand ~~our~~elsewhere ~~Ordinary~~could ~~Shares or may~~ make it more difficult for us to consummate ana ~~Initial~~ Business Combination;.

●Increases ~~since~~in ~~our~~inflation ~~Initial~~and ~~Shareholders~~interest ~~will~~rates ~~lose their entire investment~~ in usthe ifUnited ~~our~~States ~~Initial~~and ~~Business~~elsewhere ~~Combination~~may islead ~~not~~to ~~completed~~ (~~other~~i) ~~than~~increased ~~with~~price ~~respect~~volatility tofor ~~any~~publicly ~~Public~~traded ~~Shares~~securities, ~~they~~including ~~may~~ours, ~~acquire~~(ii) ~~during~~other ~~or after the Initial Public Offering)~~national, regional and ~~because~~international ~~our~~economic ~~Sponsor~~disruptions, ~~officers~~ and ~~directors~~(iii) ~~may~~uncertainty ~~profit~~regarding ~~substantially~~the ~~even~~valuation ~~under~~of ~~circumstances~~target ~~in which our Public Shareholders would experience losses in connection with their investment~~businesses, aany ~~conflict~~ of ~~interest~~which ~~may~~could ~~arise~~make init ~~determining~~more ~~whether~~difficult afor ~~particular~~us ~~business~~to ~~combination~~consummate ~~target~~a ~~is appropriate for our Initial~~ Business Combination;.

20Our sponsor, directors, executive officers, advisors or any of their affiliates may elect to purchase public shares or Warrants, which may influence a vote on a proposed Business Combination and reduce the public “float” of our Class A ordinary shares or Public Warrants.

~~Table~~Our sponsor, directors, executive officers, advisors or any of ~~Contents~~their affiliates may purchase public shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares or Public Warrants in such transactions.

●In ~~changes~~the inevent ~~laws~~that orour ~~regulations~~sponsor, ordirectors, ~~how~~executive ~~such~~officers, ~~laws~~advisors or ~~regulations~~any ~~are~~of ~~interpreted~~their oraffiliates ~~applied~~purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) reduce the number of public shares tendered for redemption in order to maximize the amount of cash held in the Trust Account or (2) satisfy a ~~failure~~closing tocondition ~~comply~~in an agreement with ~~any~~a ~~laws~~target that requires us to have a minimum net worth or ~~regulations~~a certain amount of cash at the closing of our Business Combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may ~~adversely~~result ~~affect~~in the completion of our ~~business~~Business Combination that may not otherwise have been possible. In addition, ~~including~~if such purchases are made, the public “float” of our ~~ability~~Class toA ~~negotiate~~ordinary shares or Public Warrants may be reduced further and ~~complete~~the number of beneficial holders of our ~~Initial~~securities ~~Business~~may ~~Combination~~be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and ~~results~~Section 16 of ~~operations;~~the Exchange Act to the extent such purchasers are subject to such reporting requirements.

●If ~~the~~a ~~value~~shareholder offails ~~the~~to ~~Founder~~receive ~~Shares~~notice ~~following completion~~ of our ~~Initial~~offer ~~Business Combination is likely~~ to beredeem ~~substantially~~our ~~higher~~public ~~than~~shares ~~the~~in ~~nominal~~connection ~~price~~with ~~paid~~our ~~for~~Business ~~them~~Combination, ~~even~~or iffails ~~the~~to ~~trading~~comply ~~price~~with ofthe ~~our~~procedures ~~Class~~for Atendering ~~Ordinary~~its ~~Shares~~shares, at such ~~time~~shares ismay ~~substantially~~not ~~less~~be ~~than $10~~redeemed.~~20 per share;~~

●We ~~resources~~will ~~could~~comply bewith ~~wasted~~the inproxy ~~researching~~rules ~~acquisitions~~or ~~that~~tender ~~are~~offer ~~not~~rules, ~~completed~~as applicable, ~~which~~when ~~could~~conducting ~~materially~~redemptions ~~adversely~~in ~~affect~~connection ~~subsequent~~with ~~attempts~~our Business Combination. Despite our compliance with these rules, if a shareholder fails to ~~locate~~receive ~~and~~our ~~acquire~~proxy solicitation or ~~merge~~tender ~~with~~offer ~~another~~materials, ~~business~~as applicable, such shareholder may not become aware of the opportunity to redeem its shares. IfIn addition, the proxy solicitation or tender offer materials, as applicable, that we ~~have~~will ~~not~~furnish ~~completed~~to holders of our ~~Initial~~public shares in connection with our Business Combination ~~within~~will describe the ~~Combination~~various ~~Period,~~procedures ~~our~~that ~~Public~~must ~~Shareholders~~be ~~may~~complied ~~receive~~with ~~only~~in ~~approximately~~order ~~$10~~to validly redeem or tender public shares.20 ~~per~~For ~~share~~example, we may require our public shareholders seeking to exercise their redemption rights, whether they are record holders or ~~less~~hold ~~than~~their ~~such~~shares ~~amount~~in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in ~~certain~~the ~~circumstances~~proxy materials documents mailed to such holders, or up to two business days prior to the scheduled vote on the ~~liquidation~~proposal ofto ~~our~~approve ~~Trust~~the ~~Account~~Business ~~and~~Combination ~~our~~in ~~Warrants~~the ~~will~~event ~~expire~~we ~~worthless;~~distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

●If inwe ~~March~~seek ~~2022,~~shareholder ~~the~~approval ~~SEC~~of ~~issued~~our ~~proposed~~Business ~~rules~~Combination ~~relating~~and towe ~~certain~~do ~~activities~~not ofconduct ~~SPACs.~~redemptions ~~Certain~~pursuant ofto the ~~procedures~~tender ~~that~~offer werules, aand ~~potential~~if ~~business~~you ~~combination~~or ~~target,~~a or“group” ~~others~~of ~~may~~shareholders ~~determine~~are deemed to ~~undertake~~hold in ~~connection~~excess ~~with~~of ~~such~~15% ~~proposals~~of ~~may increase~~ our ~~costs~~Class ~~and~~A ~~the~~ordinary ~~time~~shares, ~~needed~~you towill ~~complete~~lose ~~our Initial Business Combination and may constrain~~ the ~~circumstances~~ability ~~under~~to ~~which~~redeem weall ~~could complete an Initial Business Combination. The need for compliance with~~ such ~~proposals~~shares ~~may cause us to liquidate the funds~~ in ~~the~~excess ~~Trust~~of ~~Account~~15% orof ~~liquidate~~our ~~the~~Class ~~Company~~A atordinary ~~an earlier time than we might otherwise choose;~~shares.

●If ifwe seek shareholder approval of our Business Combination and we ~~are~~do ~~deemed~~not conduct redemptions in connection with our Business Combination pursuant to bethe antender ~~investment~~offer ~~company~~rules, ~~for~~our ~~purposes~~amended and restated memorandum and articles of ~~the~~association ~~Investment~~provide ~~Company~~that ~~Act~~a public shareholder, wetogether ~~would~~with beany ~~required~~affiliate toof ~~institute~~such ~~burdensome~~shareholder ~~compliance~~or ~~requirements~~any ~~and~~other ~~our~~person ~~activities~~with ~~would~~whom besuch ~~severely~~shareholder ~~restricted.~~is Asacting in concert or as a ~~result~~“group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in ~~such~~the ~~circumstances~~Public Offering, ~~unless~~which we ~~are~~refer ~~able~~ to ~~modify~~as the “Excess Shares,” without our ~~activities~~prior soconsent. ~~that~~However, we would not be ~~deemed~~restricting anour ~~investment~~shareholders’ ~~company,~~ability weto ~~may~~vote ~~abandon~~all of their shares (including Excess Shares) for or against our ~~efforts~~Business Combination. Your inability to ~~complete~~redeem anthe ~~Initial~~Excess Shares will reduce your influence over our ability to complete our Business Combination and ~~instead~~you ~~liquidate~~could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the ~~Company;~~Excess Shares if we complete our Business Combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

●21 toTable ~~mitigate the risk that we might be deemed to be an investment company for purposes~~ of the Investment Company Act, we expect that we will, on or prior to the 24-month anniversary of the effective date of our IPO Registration Statement, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of our Initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, we would likely receive less interest on the funds held in the Trust Account, which would likely reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company;Contents

●Because weof ~~may~~our ~~not~~limited beresources ~~able~~and tothe ~~complete~~significant ancompetition ~~Initial~~for ~~Business~~business ~~Combination~~combination ~~with~~opportunities, ~~certain~~it ~~potential~~may ~~target~~be ~~companies~~more ifdifficult afor ~~proposed~~us ~~transaction~~to ~~with~~complete ~~the~~our ~~target~~Business ~~company~~Combination. ~~may~~If bewe ~~subject~~have tonot ~~review~~consummated orour ~~approval~~Business Combination by ~~regulatory~~March ~~authorities~~3, ~~pursuant~~2026, tounless ~~certain~~otherwise Uextended, our public shareholders may receive only approximately$11.S.62 orper ~~foreign~~public ~~laws~~share, or ~~regulations~~less in certain circumstances, ~~including~~on the ~~Committee~~liquidation onof ~~Foreign~~our ~~Investment~~Trust inAccount ~~the~~and ~~United~~our ~~States;~~Warrants will expire worthless.

●We ~~recent~~have ~~increases~~encountered, and expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in ~~inflation~~identifying and ~~interest~~effecting, ~~rates~~directly or indirectly, acquisitions of companies operating in ~~the~~or ~~United~~providing ~~States~~services to various industries. They may have longer periods to complete a business combination, bigger shareholder base and ~~elsewhere~~more ~~could~~funds ~~make~~in ittheir trust accounts and more ~~difficult~~working capital available for usthe completion of a business combination. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. Additionally, many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. Given the limited funds we have in our Trust Account and as working capital, and given the limited time we have to ~~consummate~~complete a Business Combination by March 3, 2026, unless otherwise extended, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an ~~Initial~~advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our Business Combination; in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our Business Combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we have not consummated our Business Combination by March 3, 2026, unless otherwise extended, our public shareholders may receive only approximately $11.62 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.62 per public share” and other risk factors herein.

●Subsequent ~~military~~to ~~conflict~~our incompletion ~~Ukraine~~of orour ~~elsewhere~~Business Combination, we may ~~lead~~be required to ~~increased~~take ~~price~~write-downs ~~volatility~~or ~~for~~write-offs, ~~publicly~~restructuring ~~traded~~and ~~securities,~~impairment ~~which~~or other charges that could ~~make~~have ita ~~more~~significant ~~difficult~~negative ~~for~~effect uson our financial condition, results of operations and the price of our securities, which could cause you to ~~consummate~~lose ansome ~~Initial~~or ~~Business~~all ~~Combination;~~of your investment.

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

●22 weTable ~~have identified a material weakness in our internal control over financial reporting as~~ of March 31, 2023. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.Contents

~~Market~~Changes ~~conditions,~~in ~~economic~~laws ~~uncertainty~~or regulations, or ~~downturns~~a ~~could~~failure ~~adversely~~to ~~affect~~comply ~~our~~with ~~business,~~any ~~financial~~laws ~~condition~~and regulations, ~~operating~~may ~~results~~adversely ~~and~~affect our business, including our ability to ~~consummate~~negotiate anand ~~Initial~~complete our Business Combination, and results of operations.

InWe ~~recent~~are ~~years~~subject to laws and regulations enacted by national, ~~the~~regional ~~United~~and ~~States~~local governments. In particular, we will be required to comply with certain SEC and other ~~markets~~legal ~~have~~requirements. ~~experienced~~Compliance ~~cyclical~~with, orand ~~episodic~~monitoring ~~downturns~~of, ~~and~~applicable ~~worldwide~~laws ~~economic~~and ~~conditions~~regulations ~~remain~~may ~~uncertain~~be difficult, ~~including~~time asconsuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a ~~result~~material adverse effect on our business, investments and results of ~~the~~operations. ~~COVID-19~~In ~~pandemic~~addition, ~~supply~~a ~~chain~~failure ~~disruptions~~to comply with applicable laws or regulations, ~~the~~as ~~Ukraine-Russia~~interpreted ~~conflict~~and applied, ~~instability~~could inhave ~~the~~a ~~U.S.~~material ~~and~~adverse ~~global~~effect ~~banking~~on ~~systems~~our business, ~~rising~~including ~~fuel~~our ~~prices,~~ability ~~increasing~~to ~~interest~~negotiate ~~rates~~and orcomplete ~~foreign~~our ~~exchange~~Business ~~rates~~Combination, and ~~high~~results ~~inflation~~of operations .

21If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our Business Combination.

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

~~and~~· restrictions on the ~~possibility~~nature of aour ~~recession.~~investments; Aand ~~significant~~· ~~downturn~~restrictions inon ~~economic~~the ~~conditions~~issuance ~~may~~of ~~make it more difficult for us to consummate an Initial Business Combination.~~securities,

Weeach ~~cannot predict the timing, strength, or duration~~ of ~~any future economic slowdown or any subsequent recovery generally, or in any industry. If the conditions in the general economy and the markets in~~ which wemay ~~operate~~make worsen from present levels, our business, financial condition, operating results and our ability to consummate an Initial Business Combination could be adversely affected. For example, in January 2023, the outstanding national debt of the U.S. government reached its statutory limit. The U.S. Department of the Treasury (the “Treasury Department”) has announced that, since then, it ~~has~~difficult been using extraordinary measures to prevent the U.S. government’s default on its payment obligations, and to extend the time that the U.S. government has to raise its statutory debt limit or otherwise resolve its funding situation. The failure by Congress to raise the federal debt ceiling could have severe repercussions within the U.S. and to global credit and financial markets. If Congress does not raise the debt ceiling, the U.S. government could default on its payment obligations, or experience delays in making payments when due. A payment default or delay by the U.S. government, or continued uncertainty surrounding the U.S. debt ceiling, could result in a variety of adverse effects for ~~financial~~us markets, market participants and U.S. and global economic conditions. In addition, U.S. debt ceiling and budget deficit concerns have increased the possibility a downgrade in the credit rating of the U.S. government and could result in economic slowdowns or a recession in the U.S. Although U.S. lawmakers have passed legislation to ~~raise~~complete the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States as a result of disputes over the debt ceiling. The impact of a potential downgrade to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect economic conditions, as well as our ~~business, financial condition, operating results and our ability to consummate an Initial~~ Business Combination.

IfIn ~~our Initial Business Combination involves a company organized under the laws of a state of the United States~~addition, itwe ismay ~~possible~~have ~~a 1% U.S. federal excise tax will be~~ imposed onupon us inburdensome ~~connection~~requirements, ~~with redemptions of our common stock after or in connection with such Initial Business Combination.~~including:

On· ~~August~~registration ~~16,~~as ~~2022,~~an ~~the~~investment ~~Inflation~~company ~~Reduction~~with ~~Act of 2022 became law in~~ the ~~United~~SEC; ~~States,~~· ~~which,~~adoption ~~among~~of ~~other things, imposes~~ a 1%specific ~~excise~~form ~~tax on the fair market value~~ of ~~certain~~corporate ~~repurchases~~structure; ~~(including~~and ~~certain~~· ~~redemptions)~~reporting, ofrecord ~~stock~~keeping, ~~by publicly traded domestic (i.e.~~voting, ~~United~~proxy ~~States) corporations (~~and ~~certain~~disclosure ~~non-U.S.~~requirements ~~corporations treated as “surrogate foreign corporations”). The excise tax will apply to stock repurchases occurring in 2023~~ and beyond. The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase. The Treasury Department has been given authority to provide regulations and other ~~guidance~~rules ~~to carry out,~~ and ~~prevent~~regulations ~~the~~that ~~abuse~~we orare ~~avoidance~~currently ~~of,~~not ~~the~~subject ~~excise tax; however, only limited guidance has been issued~~ to ~~date~~.

AsIn anorder ~~entity~~not ~~incorporated~~to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a ~~Cayman~~business ~~Islands~~other ~~exempted~~than ~~company~~investing, ~~the~~reinvesting 1%or ~~excise~~trading ~~tax~~of issecurities and that our activities do not ~~expected~~include toinvesting, ~~apply~~reinvesting, toowning, ~~redemptions~~holding or trading “investment securities” constituting more than 40% of our ~~Class~~assets A(exclusive ~~ordinary~~of ~~shares~~U.S. ~~(absent~~government ~~any~~securities ~~regulations~~and cash items) on an unconsolidated basis. Our business is to identify and ~~other~~complete ~~additional~~a ~~guidance~~business ~~that~~combination ~~may~~and bethereafter ~~issued~~to inoperate the ~~future~~post-transaction ~~with~~business ~~retroactive~~or ~~effect)~~assets infor ~~connection~~the long term. We do not plan to buy businesses or assets with ~~the~~a ~~Lexasure~~view ~~Business~~to ~~Combination~~resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

~~However,~~We indo ~~connection~~not ~~with~~believe anthat ~~Initial~~our ~~Business~~principal ~~Combination~~activities ~~other~~subject ~~than~~us to the ~~Lexasure~~Investment ~~Business~~Company ~~Combination~~Act. ~~involving~~In aorder ~~company~~to ~~organized~~mitigate ~~under~~ the ~~laws~~potential risks of ~~the~~being ~~United~~deemed ~~States,~~to ithave isbeen ~~possible~~operating ~~that~~as wean ~~domesticate~~unregistered ~~and~~investment ~~continue~~company asfor apurposes ~~Delaware~~of ~~corporation~~the ~~prior~~Investment toCompany ~~certain~~Act, ~~redemptions~~we ~~and,~~have ~~because~~been ~~our~~holding ~~securities~~the ~~are~~funds ~~trading~~in onour ~~Nasdaq,~~Trust itAccount isin ~~possible~~cash ~~that~~in wean ~~will~~interest bebearing ~~subject~~demand account. Pursuant to the ~~excise~~trust ~~tax~~agreement, ~~with~~the ~~respect~~trustee is not permitted to ~~any~~invest ~~subsequent~~in ~~redemptions,~~securities ~~including~~or ~~redemptions~~assets other than certain government securities or money market funds investing in ~~connection~~government ~~with~~securities. By restricting the ~~Initial~~investment ~~Business~~of ~~Combination~~the proceeds to these instruments, ~~that~~and ~~are~~by ~~treated~~having asa ~~repurchases~~business plan targeted at acquiring and growing businesses for ~~this~~the ~~purpose~~long term (~~other~~rather than, ~~pursuant~~on tobuying ~~recently~~and ~~issued~~selling ~~guidance~~businesses ~~from~~in the ~~Treasury~~manner ~~Department,~~of ~~redemptions~~a inmerchant ~~complete~~bank ~~liquidation~~or ofprivate ~~the~~equity ~~company~~fund)., Inwe ~~all~~intend ~~cases,~~to avoid being deemed an “investment company” within the ~~extent~~meaning of the ~~excise~~Investment ~~tax~~Company ~~that~~Act. ~~may~~The beTrust ~~incurred~~Account ~~will~~is ~~depend~~intended onas a ~~number~~holding ofplace ~~factors,~~for ~~including~~funds pending the ~~fair~~earliest ~~market~~to ~~value~~occur of either: (i) the completion of our ~~stock~~Business ~~redeemed,~~Combination; (ii) the ~~extent~~redemption ~~such~~of ~~redemptions~~any ~~could~~public beshares ~~treated~~properly astendered ~~dividends~~in ~~and~~connection ~~not~~with ~~repurchases,~~a ~~and~~shareholder ~~the~~vote ~~content~~to ofamend ~~any~~our ~~regulations~~amended and ~~other~~restated ~~additional~~memorandum ~~guidance~~and ~~from~~articles ~~the~~of ~~Treasury~~association ~~Department~~(A) ~~that~~to ~~may~~modify bethe ~~issued~~substance ~~and~~or ~~applicable~~timing toof ~~the~~our ~~redemptions.~~obligation ~~Issuances~~to provide holders of ~~stock~~our byClass aA ~~repurchasing~~ordinary ~~corporation~~shares inthe aright ~~year~~to have their shares redeemed in ~~which~~connection ~~such~~with ~~corporation~~our ~~repurchases~~Business ~~stock~~Combination ~~may~~or ~~reduce~~to ~~the~~redeem ~~amount~~100% of ~~excise~~our ~~tax~~public ~~imposed~~shares if we do not complete our Business Combination by March 3, 2026 or (B) with respect to ~~such~~any ~~repurchase.~~other ~~The~~provision ~~excise~~relating ~~tax~~to isthe ~~imposed~~rights onof ~~the~~holders ~~repurchasing~~of ~~corporation~~our ~~itself,~~Class ~~not~~A ~~the~~ordinary ~~shareholders~~shares; ~~from~~or ~~which~~(iii) ~~stock~~absent isour ~~repurchased.~~completing ~~The~~a ~~imposition~~Business Combination by March 3, 2026, our return of the ~~excise~~funds ~~tax~~held in the Trust Account to our public shareholders as apart ~~result~~of our redemption of ~~redemptions~~the inpublic ~~connection~~shares. ~~with~~If we do not invest the ~~Initial~~proceeds ~~Business~~as ~~Combination~~discussed ~~could~~above, ~~however,~~we ~~reduce~~may ~~the~~be ~~amount~~deemed ofto ~~cash~~be ~~available~~subject to ~~pay~~the ~~redemptions~~Investment orCompany ~~reduce~~Act. ~~the~~If ~~cash~~we ~~contribution~~were deemed to be subject to the ~~target~~Investment ~~business~~Company inAct, ~~connection~~compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ~~Initial~~ability to complete a Business Combination,. ~~which~~If ~~could~~we ~~cause~~have not consummated our Business Combination within the ~~other~~required time period, our public shareholders ofmay ~~the~~receive ~~combined~~only ~~company~~approximately to$11.62 ~~economically~~per ~~bear~~public share, or less in certain circumstances, on the ~~impact~~liquidation of ~~such~~our ~~excise~~Trust ~~tax~~Account and our Warrants will expire worthless.

2223 Table of Contents

~~Table~~Notwithstanding the foregoing, there remains uncertainty concerning the applicability of ~~Contents~~the Investment Company Act to a SPAC, including a company like ours, which does not complete its initial business combination within 24 months from the effective date of its IPO registration statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants or rights following such a transaction, and our warrants or rights would expire worthless.

~~Adverse~~Because ~~developments~~we ~~affecting~~are ~~the~~neither ~~financial~~limited ~~services~~to ~~industry,~~evaluating ~~including~~a ~~events~~target orbusiness ~~concerns~~in ~~involving~~a ~~liquidity,~~particular ~~defaults~~industry orsector ~~non-performance~~nor byhave ~~financial~~we ~~institutions,~~selected ~~could~~any ~~adversely~~specific ~~affect~~target businesses with which to pursue our ~~business~~Business Combination, ~~financial~~you ~~condition~~will be unable to ascertain the merits or ~~results~~risks of ~~operations,~~any orparticular ~~our~~target ~~prospects~~business’s operations.

~~The~~We ~~funds~~may pursue business combination opportunities in ~~our~~any ~~operating~~sector, ~~account~~except ~~and~~that ~~our~~we ~~Trust~~will ~~Account~~not, ~~are~~under ~~held~~our inamended ~~banks~~and orrestated ~~other~~memorandum ~~financial~~and ~~institutions.~~articles ~~Our~~of ~~cash~~association, ~~held~~be inpermitted ~~non-interest~~to ~~bearing~~effectuate ~~and~~our ~~interest-bearing~~Business ~~accounts~~Combination ~~would~~solely ~~exceed~~with ~~any~~another ~~applicable~~blank ~~Federal~~check ~~Deposit~~company ~~Insurance~~or ~~Corporation~~similar ~~(“FDIC”)~~company ~~insurance~~with ~~limits~~nominal operations. ~~Should~~Because ~~events,~~we ~~including~~have ~~limited~~not ~~liquidity,~~yet ~~defaults,~~selected ~~non-performance~~ or ~~other~~approached ~~adverse~~any ~~developments~~specific ~~occur~~target business with respect to a business combination, there is no basis to evaluate the ~~banks~~possible merits or ~~other~~risks ~~financial~~of ~~institutions~~any ~~that~~particular ~~hold~~target ~~our~~business’s ~~funds~~operations, orresults ~~that~~of ~~affect~~operations, cash flows, liquidity, financial ~~institutions~~condition or ~~the~~prospects. ~~financial~~To ~~services~~the ~~industry~~extent ~~generally,~~we orcomplete ~~concerns~~our orBusiness ~~rumors~~Combination, ~~about~~we ~~any~~may ~~events~~be ofaffected ~~these~~by ~~kinds~~numerous orrisks ~~other~~inherent ~~similar~~in ~~risks,~~the ~~our~~business ~~liquidity~~operations ~~may~~with bewhich ~~adversely~~we ~~affected~~combine. For example, onif ~~March~~we ~~10,~~combine ~~2023,~~with ~~the~~a ~~FDIC~~financially ~~announced~~unstable ~~that~~business ~~Silicon~~or ~~Valley~~an ~~Bank~~entity ~~had~~lacking ~~been~~an ~~closed~~established record of sales or earnings, we may be affected by the ~~California~~risks ~~Department~~inherent ofin ~~Financial~~the ~~Protection~~business and ~~Innovation~~operations of a financially unstable or a development stage entity. Although weour ~~did~~officers ~~not~~and ~~have~~directors ~~any~~will ~~funds~~endeavor to evaluate the risks inherent in ~~Silicon~~a ~~Valley~~particular ~~Bank~~target business, we cannot assure you that we will properly ascertain or ~~other~~assess ~~institutions~~all of the significant risk factors or that we will have ~~been~~adequate ~~closed~~time to complete due diligence. Furthermore, wesome ~~cannot~~of ~~guarantee~~these ~~that~~risks ~~the~~may ~~banks~~be outside of our control and leave us with no ability to control or ~~other~~reduce ~~financial~~the ~~institutions~~chances that ~~hold~~those risks will adversely impact a target business. We also cannot assure you that an investment in our ~~funds~~Units, Class A ordinary shares or Public Warrants will ~~not~~ultimately ~~experience~~prove ~~similar~~to ~~issues~~be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain their securities following the Business Combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

InWe ~~addition,~~may ~~investor~~seek ~~concerns~~acquisition ~~regarding~~opportunities ~~the~~with ~~U.S.~~an orearly ~~international~~stage ~~financial systems could result in less favorable commercial financing terms~~company, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a ~~potential~~financially ~~Initial~~unstable ~~Business Combination, or at all, and could have material adverse impacts on our liquidity, our~~ business, ~~financial condition~~ or ~~results~~an ofentity ~~operations,~~lacking ~~and~~an ~~our~~established ~~prospects.~~record Our business may be adversely impacted by these developments in ways that we cannot predict at this time, there may be additional risks that we have not yet identified, and we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of ~~one~~revenue or ~~more banks or other financial institutions~~earnings.

~~For~~To the extent we complete ~~list~~our ofBusiness ~~risks~~Combination ~~relating~~with toan ~~our~~early ~~operations~~stage company, ~~see~~a ~~the~~financially ~~section~~unstable ~~titled~~business ~~“Risk~~or ~~Factors”~~an ~~contained~~entity inlacking ~~our~~an ~~IPO~~established ~~Registration~~record ~~Statement,~~of ~~(ii)~~sales ~~Annual~~or ~~Report~~earnings, onwe ~~Form~~may ~~10-K~~be ~~for~~affected ~~the~~by ~~year~~numerous ~~ended~~risks ~~March~~inherent ~~31,~~in ~~2022,~~the asoperations ~~filed~~of ~~with~~ the ~~SEC~~business onwith ~~July~~which ~~15,~~we ~~2022,~~combine. ~~(iii)~~These ~~Quarterly~~risks ~~Report~~include oninvesting ~~Form~~in ~~10-Q~~a ~~for~~business ~~the~~without ~~quarterly~~a ~~period~~proven ~~ended~~business ~~September~~model ~~30,~~and ~~2022,~~with aslimited ~~filed~~historical ~~with~~financial ~~the~~data, ~~SEC~~volatile onrevenues ~~November~~or 14earnings, ~~2022~~intense competition and ~~(iv)~~difficulties ~~Proxy~~in ~~Statement~~obtaining onand ~~Schedule~~retaining ~~14A~~key aspersonnel. ~~filed~~Although ~~with~~our ~~the~~officers ~~SEC~~and ondirectors ~~May~~will 3,endeavor ~~2023.~~to ~~Any~~evaluate ofthe ~~these~~risks ~~factors~~inherent ~~could result~~ in a ~~significant~~particular ortarget ~~material~~business, ~~adverse~~we ~~effect~~may onnot ~~our~~be ~~results~~able ofto ~~operations~~properly ascertain or ~~financial~~assess ~~condition.~~all ~~Additional~~of ~~risks~~the ~~could~~significant ~~arise~~risk ~~that~~factors ~~may~~and ~~also~~we ~~affect~~may ~~our~~not ~~business~~have oradequate ~~ability~~time to ~~consummate~~complete anall ~~Initial~~appropriate ~~Business~~due ~~Combination~~diligence. WeFurthermore, ~~may~~some ~~disclose~~of ~~changes~~these torisks ~~such~~may ~~risk~~be ~~factors~~outside orof ~~disclose~~our ~~additional~~control ~~risk~~and ~~factors~~leave ~~from~~us ~~time~~with no ability to ~~time~~control inor ~~our~~reduce ~~future~~the ~~filings~~chances ~~with~~that ~~the~~those ~~SEC~~risks will adversely impact a target business.

~~For~~24 ~~risks~~Table ~~related~~of ~~to Lexasure and the Lexasure Business Combination, please see the Lexasure Registration Statement once filed.~~Contents

We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results .

~~Item~~We 1Bmay seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. ~~Unresolved~~While ~~Staff~~we ~~Comments~~intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

To the extent we complete our Business Combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our Business Combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.

~~Not~~We ~~applicable~~are not required to obtain a valuation opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

Unless we complete our Business Combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our Business Combination.

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

~~Item~~We 2anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. ~~Properties~~If we decide not to complete a specific Business Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.

We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

~~Our~~When ~~executive~~evaluating ~~offices~~the ~~are~~desirability ~~located~~of ateffecting ~~1345~~our ~~Avenue~~Business ofCombination ~~the~~with ~~Americas,~~a ~~11th~~prospective ~~Floor~~target business, ~~New~~our ~~York,~~ability ~~New~~to ~~York~~assess ,the ~~10105,~~target ~~and~~business’s ~~our~~management ~~telephone~~may ~~number~~be islimited ~~(202)~~due ~~320-4822~~to a lack of time, resources or information. ~~The~~Our ~~cost~~assessment ~~for~~of ~~our~~the ~~use~~capabilities of ~~this~~the ~~space~~target isbusiness’s ~~included~~management, intherefore, may prove to be incorrect and such management may lack the ~~$20~~skills,~~000~~ ~~per~~qualifications ~~month~~or ~~fee~~abilities we ~~pay~~suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to anmanage ~~affiliate~~a public company, the operations and profitability of ~~our~~the ~~Sponsor~~post-combination ~~for~~business ~~office~~may ~~space~~be negatively impacted. Accordingly, ~~administrative~~any ~~and~~holders ~~shared~~who ~~personnel~~choose ~~support~~to ~~services~~retain their securities following the business combination could suffer a reduction in the value of their securities. WeSuch ~~consider~~holders ~~our~~are ~~current~~unlikely ~~office~~to ~~space~~have ~~adequate~~a remedy for ~~our~~such ~~current~~reduction ~~operations~~in value.

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~~Item~~We 3.may ~~Legal~~issue ~~Proceedings~~notes or other debt securities, or otherwise incur substantial debt, to complete our Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our Business Combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

To· ~~the~~default ~~knowledge~~and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; · acceleration of our ~~Management~~obligations ~~Team,~~to ~~there~~repay isthe noindebtedness ~~litigation~~even ~~currently~~if ~~pending~~we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or ~~contemplated~~reserves ~~against~~without usa waiver or renegotiation of that covenant; · our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; · our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; · our inability to pay dividends on our Class A ordinary shares; · using a substantial portion of our ~~officers~~cash orflow ~~directors~~to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; · limitations on our flexibility in ~~their~~planning ~~capacity~~for asand ~~such~~reacting orto ~~against~~changes ~~any~~in our business and in the industry in which we operate; · increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and · limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our ~~property~~strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

~~Item~~We 4may effectuate our Business Combination with a single-target business or multiple-target businesses simultaneously or within a short period of time. ~~Mine~~However, ~~Safety~~we ~~Disclosures~~may not be able to effectuate our Business Combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our Business Combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

· solely dependent upon the performance of a single business, property or asset; or · dependent upon the development or market acceptance of a single or limited number of products, processes or services

~~Not~~This ~~applicable~~lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our Business Combination.

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We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

23If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our Business Combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

~~Table~~Changes ofin ~~Contents~~the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete a Business Combination.

~~PART~~The IImarket for directors and officers liability insurance for special purpose acquisition companies has in the past changed in ways adverse to special purpose acquisition companies. For instance, the premiums charged for such policies increased at times and the terms of such policies became less favorable.

Any increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete a Business Combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

~~Item~~In 5.addition, ~~Market~~after ~~for~~completion ~~Registrant’s~~of ~~Common~~any ~~Equity~~Business Combination, ~~Related~~our ~~Stockholder~~directors ~~Matters~~and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such Business Combination. As a result, in order to protect our directors and ~~Issuer~~officers, ~~Purchases~~the ofpost-business ~~Equity~~combination ~~Securities~~entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate a Business Combination on terms favorable to our investors.

After our Business Combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.

(It is possible that after our Business Combination, a~~)Market~~ ~~Information~~majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

Our Business Combination or any related reincorporation may result in taxes imposed on shareholders or warrant holders.

~~Our~~We ~~Units~~may, ~~Public~~in ~~Shares~~connection ~~and~~with ~~Public~~our ~~Warrants~~Business ~~are~~Combination ~~each~~and ~~traded~~subject onto ~~Nasdaq~~requisite shareholder approval under the ~~symbols~~Companies ~~“CMCAU~~Act,” ~~“CMCA”~~effect ~~and~~a ~~“CMCAW~~business combination with a target company in another jurisdiction,” ~~respectively.~~reincorporate ~~Our~~in ~~Units~~the ~~commenced~~jurisdiction ~~public~~in ~~trading~~which onthe ~~December~~target 1,company ~~2021~~or business is located, ~~and~~or ~~our~~reincorporate ~~Public~~in ~~Shares~~another ~~and~~jurisdiction. ~~Public~~Such ~~Warrants~~transactions ~~commenced~~may ~~separate~~require ~~public~~a ~~trading~~shareholder onor ~~January~~warrant 21holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after any reincorporation in any jurisdiction, ~~2022~~including any Domestication.

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~~(b)Holders~~Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous Business Combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to GAAP or IFRS depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our Business Combination within the prescribed time frame.

OnRisks ~~July~~Relating ~~14,~~to ~~2023 there was one holder of record of~~ our ~~Units, two holders of record of our Class A Ordinary Shares and two holders of record of our Public Warrants.~~Securities

You do not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or Public Warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (ci)~~Dividends~~ our completion of a Business Combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to certain limitations, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if we do not complete our Business Combination by March 3, 2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not completed our Business Combination by March 3, 2026, subject to applicable law and as further described herein. Public shareholders who elect to have their Class A ordinary shares redeemed in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of a Business Combination or liquidation if we have not completed our Business Combination by March 3, 2026, with respect to such Class A ordinary shares so redeemed. In no other circumstances does a public shareholder have any right or interest of any kind in the Trust Account. Holders of Warrants do not have any right to the proceeds held in the Trust Account with respect to the Warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or Public Warrants, potentially at a loss.

There are no assurances that an active trading market will exist.

WeThere ~~have~~is ~~not~~currently ~~paid~~no ~~any~~market ~~cash~~for ~~dividends~~our onsecurities. ~~our~~Shareholders ~~Ordinary~~therefore ~~Shares~~have no access to ~~date~~information ~~and~~about doprior ~~not~~market ~~intend~~history on which to ~~pay~~base ~~cash~~their ~~dividends~~investment ~~prior~~decision. toEven ~~the~~if ~~completion~~our ofsecurities commence trading, our ~~Initial~~securities ~~Business~~will ~~Combination.~~not ~~The~~be ~~payment~~trading ofon ~~cash~~a ~~dividends~~national insecurities ~~the~~exchange, ~~future~~and ~~will~~therefore bewe ~~dependent~~cannot ~~upon~~assure ~~our~~you ~~revenues~~that ~~and~~an ~~earnings~~active trading market will exist. Furthermore, even if ~~any~~an active trading market for our securities develops, ~~capital~~it ~~requirements~~may ~~and~~not ~~general~~be ~~financial~~sustained. ~~condition~~You ~~subsequent~~may be unable to ~~completion~~sell ofyour ~~our~~securities ~~Initial~~unless ~~Business~~a ~~Combination~~market can be established and sustained. ~~The~~As ~~payment~~a result, the Company could face significant material adverse consequences, including: (i) a limited availability of ~~any~~market ~~cash~~quotations ~~dividends~~for ~~subsequent~~the toCompany’s securities, (ii) reduced liquidity for the Company’s securities, (iii) a determination that our ~~Initial~~shares ~~Business~~are ~~Combination~~“penny stocks” which will berequire ~~within~~brokers trading in our shares to adhere to more stringent rules, including being subject to the ~~discretion~~depository requirements of ~~our~~Rule ~~Board~~419 of ~~Directors~~the atSecurities ~~such~~Act, ~~time.~~and Inpossibly ~~addition,~~result ~~our~~in ~~Board~~a reduced level of ~~Directors~~trading isactivity ~~not~~in ~~currently~~the ~~contemplating~~secondary ~~and~~trading ~~does~~market ~~not~~for ~~anticipate~~the ~~declaring~~Company’s ~~any~~securities, ~~share~~(iv) ~~dividends~~a decreased ability to issue additional securities or obtain additional financing in the ~~foreseeable~~ future~~. Further~~, ifand we(v) ~~incur~~making ~~any~~the ~~indebtedness~~Company a less attractive acquisition vehicle to a target business in connection with ~~our~~an ~~Initial~~initial ~~Business~~business ~~Combination,~~combination. ~~our~~Any ~~ability~~of tothe ~~declare~~foregoing ~~dividends~~could ~~may~~have bea ~~limited~~material byadverse ~~restrictive~~effect ~~covenants~~on wethe ~~may~~Company’s ~~agree~~ability to inconsummate ~~connection~~an ~~therewith~~initial business combination.

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~~(d)Securities~~Our ~~Authorized~~Initial ~~for~~Shareholders ~~Issuance~~have ~~Under~~a ~~Equity~~controlling ~~Compensation~~interest ~~Plans~~in us and thus may exert control over actions requiring a shareholder vote, potentially in a manner that you do not support.

~~None~~Our Initial Shareholders own approximately 30.66% of our issued and outstanding ordinary shares. Accordingly, they may exert control over actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide that any of its provisions related to the rights of holders of our Class A ordinary shares may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our Business Combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Founder Shares. As a result of the ownership by our initial shareholders, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior without the support from any public shareholders, even if you do not agree with such amendment. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Our sponsor, executive officers and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if we do not complete our Business Combination by March 3, 2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

In addition, our board of directors is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our Business Combination, in which case all of the current directors will continue in office until at least the completion of the Business Combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our Initial Shareholders, because of their ownership position, will control the outcome, as only holders of our Founder Shares will have the right to vote on the appointment of directors and to remove directors prior to our Business Combination. In addition, the Founder Shares, all of which are held by our Initial Shareholders, will, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (ewhich requires the approval of at least two thirds of the votes of all ordinary shares)~~Recent~~, ~~Sales~~entitle the holders to ten votes for every Founder Share. This provision of ~~Unregistered~~our ~~Securities~~amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least two-thirds of our ordinary shares voting in a general meeting. As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our Business Combination. Accordingly, our sponsor will continue to exert control at least until the completion of our Business Combination. In addition, we have agreed not to enter into a definitive agreement regarding a Business Combination without the prior consent of our sponsor.

~~There~~If ~~were~~third noparties ~~sales~~bring ofclaims ~~unregistered~~against ~~securities~~us, ~~during~~ the ~~fiscal~~proceeds ~~year~~held ~~covered~~in by the ~~Report.~~Trust ~~However,~~Account oncould ~~May~~be ~~23,~~reduced ~~2023,~~and ~~we issued an aggregate of 5,749,999 Class A Ordinary Shares to~~ the ~~Sponsor,~~per-share ~~upon~~redemption ~~the~~amount ~~conversion~~received ~~of an equal number of Class B Ordinary Shares held~~ by ~~the~~shareholders ~~Sponsor~~may inbe ~~the~~less ~~Founder Conversion~~than$11.62 ~~For~~per ~~more~~public ~~information on the Founder Conversion, see “Item 1~~share. ~~Business”.~~

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business (except for the Company’s independent registered public accounting firm) execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

~~(f)Use~~29 Table of ~~Proceeds from the Initial Public Offering~~Contents

~~For~~Examples of possible instances where we may engage a ~~description~~third-party ofthat refuses to execute a waiver include the ~~use~~engagement of ~~proceeds~~a ~~generated~~third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in ~~our~~cases ~~Initial~~where ~~Public~~management ~~Offering~~is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and ~~Private~~will ~~Placement~~not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, ~~see~~if ~~Part~~we IIhave not completed our Business Combination by March 3, ~~Item~~2026, 2or upon the exercise of a redemption right in connection with our ~~Quarterly~~Business ~~Report~~Combination, onwe ~~Form~~will ~~10-Q~~be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ~~quarterly~~ten ~~period~~years ~~ended~~following ~~December~~redemption. 31Accordingly, ~~2021,~~the asper-share ~~filed~~redemption ~~with~~amount received by public shareholders could be less than the ~~SEC~~$11.62 onper ~~February~~public 14share initially held in the Trust Account, ~~2022~~due to claims of such creditors. ~~There~~Our sponsor has ~~been~~agreed nothat ~~material~~it ~~change~~will inbe liable to us if and to the ~~planned~~extent ~~use~~any ofclaims ~~proceeds~~by ~~from~~a third-party (other than our ~~Initial~~independent ~~Public~~auditors) ~~Offering~~for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $11.62 per public share and ~~Private~~(ii) ~~Placement~~the asactual ~~described~~amount per public share held in the ~~IPO~~Trust ~~Registration~~Account ~~Statement~~as of the date of the liquidation of the Trust Account if less than $11.62 ~~The~~per ~~specific~~public ~~investments~~share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account ~~may~~nor ~~change~~will ~~from~~it ~~time~~apply to ~~time~~any claims under our indemnity of the underwriters of our Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our Business Combination and redemptions could be reduced to less than $11.62 per public share. In such event, we may not be able to complete our Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~(g)Purchases~~If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of ~~Equity~~our ~~Securities~~board byof directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the ~~Issuer~~members of our board of directors and ~~Affiliated~~us ~~Purchasers~~to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

On30 ~~May~~Table ~~23, 2023, we held the 2023 Extraordinary Meeting at which our shareholders approved, among other things, an amendment to our Amended and Restated Memorandum and Articles~~ of Association to extend the date by which we must consummate an Initial Business Combination to March 3, 2024, and to permit our Board, in its sole discretion, to elect to wind up our operations on an earlier date than March 3, 2024. In connection with the vote to approve the Extension, the holders of 18,751,603 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.51 per share, for an aggregate redemption amount of approximately $197,192,733.57, in connection with the 2023 Extraordinary Meeting.Contents

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

~~There~~If, ~~were~~before nodistributing ~~such~~the ~~repurchases~~proceeds ofin the Trust Account to our ~~equity~~public ~~securities~~shareholders, bywe usfile a bankruptcy or winding-up petition or an ~~affiliate~~involuntary ~~during~~bankruptcy or winding-up petition is filed against us that is not dismissed, the ~~fourth~~proceeds ~~quarter~~held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the ~~fiscal~~claims ~~year~~of ~~covered~~our byshareholders. To the ~~Report~~extent any bankruptcy or insolvency claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

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

~~Item~~If 6we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. ~~[Reserved]~~As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine of $18,293 and imprisonment for five years in the Cayman Islands.

Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our Business Combination.

24Prior to our Business Combination, only holders of our Founder Shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to our Business Combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of a Business Combination.

~~Table~~If the issuance of ~~Contents~~the Class A ordinary shares upon exercise of the Warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of the Warrants will not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless.

~~Item~~We 7registered the Class A ordinary shares issuable upon exercise of the Public Warrants because the Public Warrants will become exercisable 30 days after the completion of our Business Combination, which could have been within twelve months of the Public Offering. ~~Management’s~~However, ~~Discussion~~because the Public Warrants will become exercisable until their expiration date of up to five years after the completion of our Business Combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our Business Combination, under the terms of the warrant agreements, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our Business Combination, we will use commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants. Thereafter, we will use commercially reasonable efforts to cause the same to become effective within 60 business days following our Business Combination and ~~Analysis~~to maintain the effectiveness of ~~Financial~~such ~~Condition~~registration statement and ~~Results~~a current prospectus relating to the Class A ordinary shares issuable upon exercise of ~~Operations~~the Public Warrants until the expiration or redemption of the Public Warrants in accordance with the provisions of the public warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct, or the SEC issues a stop order.

If the Class A ordinary shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the above requirements, under the terms of the public warrant agreement, we will be required to permit holders to exercise their Public Warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

~~The~~31 ~~following~~Table ~~discussion and analysis~~ of ~~our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report.~~ Contents

In no event will Warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.

~~Overview~~Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of Public Warrants who seek to exercise their Public Warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the Warrants under applicable state securities laws, and in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares underlying the Warrants under applicable state securities laws to the extent an exemption is not available. Exercising the Warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the Warrants they hold than they would have upon a cash exercise.

In no event will we be required to net cash settle any Warrant, or issue securities or other compensation in exchange for the Warrants in the event that we are unable to register or qualify the shares underlying the Warrants under the Securities Act or applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In such event, holders who acquired their Warrants as part of a purchase of Units will have paid the full unit purchase price solely for the Class A ordinary shares included in the Units. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their Private Placement Warrants while a corresponding exemption does not exist for holders of the Public Warrants included as part of Units sold in The Public Offering. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their Warrants and sell the Class A ordinary shares underlying their Warrants while holders of our Public Warrants would not be able to exercise their Warrants and sell the underlying Class A ordinary shares. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the Warrants as set forth above even if the holders are otherwise unable to exercise their Warrants.

WeThe ~~are~~Warrants amay ~~blank~~become ~~check~~exercisable ~~company~~and ~~incorporated~~redeemable asfor a ~~Cayman~~security ~~Islands~~other ~~exempted~~than ~~company for~~ the ~~purpose~~Class ofA ~~effecting~~ordinary anshares, ~~Initial~~and ~~Business~~you ~~Combination.~~will ~~Our~~not ~~Sponsor,~~have ~~CEMAC~~any ~~Sponsor~~information ~~LP,~~regarding issuch aother ~~Cayman~~security ~~Islands~~at ~~exempted~~this ~~limited partnership~~time.

In certain situations, including if we are not the surviving entity in our Business Combination, the Warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your Warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time.

~~Lexasure~~The grant of registration rights to our initial shareholders may make it more difficult to complete our Business Combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

The registration rights granted to our initial shareholders and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our Business Combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities owned by our initial shareholders are registered for resale.

On32 ~~March~~Table 1, 2023, we entered the Lexasure Business Combination Agreement with Lexasure, Pubco, the Merger Subs, the SPAC Representative, and the Seller Representative, for the Lexasure Business Combination. Pursuant to the Lexasure Business Combination Agreement, Pubco will serve as the parent company of ~~each of the Company and Lexasure following the consummation of the Lexasure Business Combination.~~ Contents

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our Business Combination with which a substantial majority of our shareholders do not agree.

~~For~~Our amended and restated memorandum and articles of association do not provide a ~~full~~specified ~~description~~maximum redemption threshold. As a result, we may be able to complete our Business Combination even though a substantial majority or all of our public shareholders do not agree with the ~~Lexasure~~transaction and have redeemed their shares or, if we seek shareholder approval of our Business Combination ~~Agreement~~ and ~~the~~do ~~proposed~~not ~~Lexasure~~conduct redemptions in connection with our Business Combination, ~~including~~pursuant to the ~~ancillary~~tender ~~agreements~~offer rules, have entered into inprivately ~~connection~~negotiated ~~with~~agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the ~~Lexasure~~event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, and any such condition is not waived, we will not complete the Business Combination ~~Agreement~~or redeem any shares, ~~please~~ ~~see~~all ~~“Item~~Class 1.A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.”

We may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants. As a result, the exercise price of your Public Warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a Public Warrant could be decreased, all without your approval.

~~Recent~~Our ~~Developments~~Public Warrants were issued in registered form under a public warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The public warrant agreement provides that the terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake or defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the public warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the public warrant agreement as the parties to the public warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Public Warrants; provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a Public Warrant.

Our warrant agreements designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

OnOur ~~April~~warrant ~~19,~~agreements ~~2023~~provide that, ~~pursuant~~subject to ~~the~~applicable ~~Financial~~law, ~~Side~~(i) ~~Letter~~any action, ~~Lexasure~~proceeding ~~agreed~~or toclaim ~~loan~~against us ~~the~~arising ~~Lexasure~~out ~~Loan up to a maximum~~ of ~~$600,000.~~or ~~The~~relating ~~Lexasure~~in ~~Loan~~any isway ~~unsecured~~to ~~and~~the ~~interest~~warrant ~~free.~~agreement, Inincluding ~~connection~~under ~~with~~ the ~~Lexasure~~Securities ~~Loan~~Act, atwill ~~the~~be ~~closing~~brought ofand ~~the~~enforced ~~Lexasure Business Combination (or~~ in the ~~event~~courts of ~~an Alternative Closing),~~ the ~~Sponsor~~State ~~has agreed to transfer a number~~ of ~~Ordinary~~New ~~Shares~~York ~~to Lexasure~~ or ~~its designee equal to (x)~~ the ~~amount~~United ofStates ~~the~~District ~~Lexasure~~Court ~~Loan~~for ~~that is used by us and not returned to Lexasure at or prior to~~ the ~~closing~~Southern ofDistrict ~~the Lexasure Business Combination or Alternative Closing (less any amounts applied pursuant to the termination fee provision~~ of ~~the~~New ~~Lexasure Business Combination Agreement)~~York, ~~divided~~and by (yii) ~~$10.00~~that ~~per~~we ~~share.~~irrevocably Wesubmit ~~will repay the Lexasure Loan amount directly~~ to ~~Lexasure~~such ~~at the closing of the Lexasure Business Combination~~jurisdiction, ~~and~~which injurisdiction ~~the~~shall ~~event~~be of the ~~termination~~exclusive offorum ~~the Lexasure Business Combination Agreement~~ for any ~~reason~~such action, ~~the~~proceeding ~~Lexasure~~or ~~Loan~~claim. ~~shall~~We bewill ~~cancelled~~waive ~~and no amounts shall be owed by us, provided that~~ any ~~amounts~~objection ~~advanced by Lexasure pursuant~~ to ~~the~~such ~~Financials~~exclusive ~~Side~~jurisdiction ~~Letter~~and ~~shall~~that ~~reduce~~such ~~the~~courts ~~amounts~~represent ~~payable~~an byinconvenient ~~Lexasure pursuant to the termination fee provision of the Lexasure Business Combination Agreement~~forum.

Notwithstanding the foregoing, these provisions of the warrant agreements will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreements, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

On33 ~~May~~Table 15, 2023, May 18, 2023 and May 22, 2023, we entered into the Extension Non-Redemption Agreements with the Sponsor and the NRA Holders in exchange for the NRA Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of 4,399,737 Class A Ordinary Shares sold in our Initial Public Offering in connection with the 2023 Extraordinary Meeting. In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of an Initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to us, for no consideration, an aggregate of 1,099,935 NRA Forfeited Shares and (ii) we shall issue to the NRA Holders a number of Class A Ordinary Shares equal to the NRA Forfeited Shares.Contents

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. In addition, this choice-of-forum provision may result in our warrant holders incurring increased costs to bring an action, proceeding or claim due to, but not limited to, the warrant holder’s physical location or knowledge of the applicable laws, when the courts of the State of New York or the United States District Court for the Southern District of New York is the exclusive forum. Alternatively, if a court were to find this provision of our warrant agreements inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

OnWe ~~May~~may ~~23,~~redeem ~~2023,~~your weunexpired ~~held~~Public ~~the~~Warrants ~~2023~~prior ~~Extraordinary Meeting at which our shareholders approved, among other things, an amendment~~ to our Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate an Initial Business Combination to March 3, 2024, and to permit our Board, in its sole discretion, to elect to wind up our operations on an earlier date than March 3, 2024. In connection with the vote to approve the Extension, the holders of 18,751,603 Class A Ordinary Shares properly exercised their ~~right~~exercise ~~to redeem their shares for cash~~ at a ~~redemption~~time price of approximately $10.51 per share, for an aggregate redemption amount of approximately $197,192,733.57, in connection with the 2023 Extraordinary Meeting. As a result of the approvals at the 2023 Extraordinary Meeting, we will deposit $50,000 per month, or portion thereof, that is ~~needed~~disadvantageous to ~~complete an Initial Business Combination~~you, ~~for~~thereby upmaking toyour anPublic ~~aggregate~~Warrants ~~of $450,000~~worthless. ~~On June 6, 2023 and July 3, 2023, respectively, the first two payments of $50,000 were deposited into the Trust Account pursuant to this deposit structure.~~

We have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, if among other things the closing price of our Class A ordinary shares has been at least $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Public Warrant) for any 20 trading days within the 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants could force you to (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, we expect would be substantially less than the market value of your Public Warrants. None of the Private Placement Warrants will be redeemable by us.

25Our management’s ability to require holders of our Public Warrants to exercise such Public Warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the Public Warrants than they would have received had they been able to exercise their Public Warrants for cash.

~~Table~~If we call our Public Warrants for redemption after the redemption criteria described elsewhere in this Annual Report on Form 10-K have been satisfied, our management will have the option to require any holder that wishes to exercise its Public Warrants (including any Public Warrants held by our Sponsor, officers, directors or their permitted transferees) to do so on a “cashless basis.” If our management chooses to require holders to exercise their Public Warrants on a cashless basis, the number of ~~Contents~~Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised their Public Warrants for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in us.

OnRisks ~~May~~Relating ~~23, 2023, we issued an aggregate of 5,749,999 Class A Ordinary Shares~~ to ~~the~~our Sponsor, upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsor in the Founder Conversion. The 5,749,999 Class A Ordinary Shares issued in connection with the Founder Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and ~~the~~Management obligation to vote in favor of an Initial Business Combination as described in the IPO Prospectus. Following the Founder Conversion and the redemptions in connection with the Extension, there were 9,998,396 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding. As a result of the Founder Conversion and the redemptions in connection with the Extension, the Sponsor held 57.5% of the outstanding Ordinary Shares as of July 14, 2023.Team

Since our sponsor, executive officers and directors will lose their entire investment in us if our Business Combination is not completed (other than with respect to any public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our Business Combination.

~~For~~The ~~more~~Founder ~~information~~Shares onwill ~~the~~be ~~extension~~worthless if we do not complete a Business Combination. The personal and financial interests of our ~~Combination~~sponsor ~~Period~~and executive officers and ~~the~~directors ~~2023~~may ~~Extraordinary~~influence ~~Meeting,~~their ~~including~~motivation ~~the~~in ~~Extension~~identifying ~~Non-Redemption~~and ~~Agreements~~selecting a target business combination, completing a Business Combination and influencing the ~~Founder~~operation ~~Conversion,~~of ~~please~~the ~~see~~business ~~“Item~~following 1.the Business” Combination.

34 Table of Contents

~~Factors~~Past ~~That~~performance ~~May~~by ~~Adversely~~our ~~Affect~~management ~~our~~team ~~Results~~or their respective affiliates may not be indicative of ~~Operations~~future performance of an investment in us.

Information regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success with respect to any Business Combination that we may consummate. You should not rely on the historical record of our management team or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.

~~Our~~We ~~results of operations and our ability to complete an Initial Business Combination~~ may beseek ~~adversely~~acquisition ~~affected~~opportunities ~~by various factors that could cause economic uncertainty and volatility~~ in ~~the~~industries ~~financial~~or ~~markets,~~sectors ~~many of~~ which ~~are~~may ~~beyond~~or ~~our~~may ~~control.~~not ~~Our business could~~ be ~~impacted~~outside by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our ~~business~~management’s ~~and~~area ~~our ability to complete an Initial Business Combination; however, Management continues to evaluate the impact~~ of ~~these factors~~expertise. ~~The financial statements and notes thereto included elsewhere in this Report do not include any adjustments that might result from the outcome of this uncertainty.~~

We will consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our Units will not ultimately prove to be less favorable to investors in the Public Offering than a direct investment, if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report on Form 10-K regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the Business Combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~Results~~We ofare ~~Operations~~dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our Business Combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, may have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.

AsThe ofunexpected ~~March~~loss ~~31,~~of ~~2023, we had not commenced any operations. All activity for~~ the ~~period~~services ~~from April 20, 2021 (inception) through March 31, 2023 relates to our formation and the IPO and, subsequent to the closing~~ of ~~the~~one ~~IPO,~~or ~~identifying~~more a target company for an Initial Business Combination and costs related to the Lexasure Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of our ~~Initial~~directors ~~Business~~or ~~Combination,~~executive atofficers ~~the~~could ~~earliest.~~have Wea ~~will~~detrimental ~~generate~~effect ~~non-operating income in the form of interest income~~ on ~~cash and cash equivalents from the proceeds derived from the IPO~~us. ~~We incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and transaction expenses.~~

Our ability to successfully effect our Business Combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

~~For~~Our ability to successfully effect our Business Combination is dependent upon the ~~year~~efforts ~~ended~~of ~~March~~our ~~31,~~key ~~2023~~personnel. We believe that our success depends on the continued service of our key personnel, at least until we ~~had~~have ~~net~~consummated ~~income~~our Business Combination. None of $4our officers are required to commit any specified amount of time to our affairs and,~~970~~ accordingly,~~671,~~ ~~which~~they ~~consisted~~may ~~primarily~~have conflicts of ~~formation~~interest ~~and~~in ~~operating~~allocating ~~costs~~management ~~amounting~~time toamong $2various business activities,~~280,815,~~ including identifying potential business combinations and ~~administrative~~monitoring ~~fees~~the related due diligence. If our officers’ and directors’ other business affairs require them to devote more substantial amounts of ~~$240~~time to their other business activities,~~000~~ ~~offset~~it bycould ~~interest~~limit ~~income~~their ~~earned~~ability onto ~~cash~~devote time to our affairs and ~~marketable~~could ~~securities~~have ~~held~~a innegative ~~Trust~~impact ~~Account~~on ~~amounting~~our ability to $5consummate our Business Combination. In addition,~~825~~ we do not have employment agreements with,~~601,~~ ~~and~~or ~~change~~key-man ininsurance ~~fair~~on ~~value~~the life of, ~~the~~any ~~derivative~~of ~~warrant~~our ~~liability~~officers. ~~and~~The ~~the~~unexpected ~~forward~~loss ~~purchase~~of ~~agreement~~the ~~liability~~services of ~~$2,259,680~~our ~~and~~key ~~$(593,795),~~personnel ~~respectively~~could have a detrimental effect on us.

35 Table of Contents

~~For~~The ~~the~~role ~~period~~of ~~from~~our ~~April~~key ~~20,~~personnel ~~2021~~after ~~(inception)~~our toBusiness ~~March 31~~Combination, ~~2022~~however, weremains ~~had~~to ~~net~~be ~~income~~determined. Although some of ~~$19,258,401,~~our ~~which~~key ~~consisted~~personnel ~~primarily~~serve ofin ~~formation~~senior ~~and~~management ~~operating~~or ~~costs~~advisory ~~amounting~~positions tofollowing ~~$334~~our Business Combination,~~046~~ it is likely that most, ~~administrative~~if ~~fees~~not all, of ~~$80,000~~the ~~and~~management ~~transaction~~of ~~costs~~the ~~allocable~~target tobusiness ~~derivative~~will ~~liabilities~~remain ~~amounting~~in toplace. ~~$799,766~~These ~~offset~~individuals bymay ~~interest~~be ~~income~~unfamiliar ~~earned~~with onthe ~~cash~~requirements ~~and~~of ~~marketable~~operating ~~securities~~a ~~held~~public incompany ~~Trust~~which ~~Account~~could ~~amounting~~cause us to ~~$16,409,~~have to expend time and ~~change~~resources inhelping ~~fair~~them ~~value~~become offamiliar ~~the~~with ~~derivative~~such ~~warrant~~requirements. ~~liability~~This could be expensive and ~~the~~time-consuming ~~forward~~and ~~purchase~~could ~~agreement~~lead ~~liability~~to ofvarious ~~$20,530,500~~regulatory ~~and~~issues ~~$(74,696),~~which ~~respectively~~may adversely affect our operations.

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

WeOur dokey ~~not~~personnel ~~have~~may ~~any~~be ~~long-term~~able ~~debt~~to ~~obligations,~~remain ~~capital~~with ~~lease~~our ~~obligations,~~company ~~operating~~after ~~lease~~the ~~obligations,~~completion ~~purchase~~of ~~obligations~~our Business Combination only if they are able to negotiate employment or ~~long-term~~consulting ~~liabilities~~agreements in connection with the Business Combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business.

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

AsThe role of ~~March~~an ~~31,~~acquisition ~~2023~~candidate’s ~~and~~key ~~2022,~~personnel upon the completion of our Business Combination cannot be ascertained at this time. Although we ~~did~~contemplate ~~not~~that ~~have~~certain ~~any~~members ~~off-balance~~of ~~sheet~~an ~~arrangements~~acquisition ascandidate’s ~~defined~~management inteam ~~Item~~will ~~303(a)(4)(ii)~~remain associated with the acquisition candidate following our Business Combination, it is possible that members of ~~Regulation~~the ~~S-K~~management of an acquisition candidate will not wish to remain in place.

Members of our management team and affiliated companies have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

~~Liquidity~~Members of our management team have been involved in a wide variety of businesses. Such involvement has, and ~~Capital~~may ~~Resources;~~lead ~~Going~~to, ~~Concern~~media coverage and public awareness. As a result, members of our management team and affiliated companies have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete a Business Combination and may have an adverse effect on the price of our securities.

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our Business Combination.

AsOur ofexecutive ~~March~~officers 31and directors are not required to, ~~2023~~and may not, wecommit ~~had~~their ~~$90~~full time to our affairs,~~283~~ which may result in ~~cash~~a conflict of interest in allocating their time between our operations and our search for a ~~working~~Business ~~capital~~Combination ~~deficit~~and their other businesses. We do not intend to have any full-time employees prior to the completion of $1our Business Combination.2 ~~million~~Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our Business Combination. For a complete discussion of our executive officers’ and directors’ other business affairs, please see “Item 10. Directors, Executive Officers and Corporate Governance.”

36 Table of Contents

26Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including other special purpose acquisition companies, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

~~Table~~Each of ~~Contents~~our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities, including the special purpose acquisition company noted below and any other special purpose acquisition companies they may become involved with, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

InAdditionally, ~~order~~our tosponsor, ~~finance~~officers ~~transaction~~and ~~costs~~directors inare ~~connection~~not prohibited from sponsoring, investing or otherwise becoming involved with, anany ~~Initial~~other ~~Business~~blank ~~Combination~~check companies, ~~the~~including ~~Sponsor~~in orconnection anwith ~~affiliate~~their ofinitial ~~the~~business ~~Sponsor~~combinations, orprior ~~certain~~to ofus completing our Business Combination. Therefore, our Sponsor, officers and directors may, ~~but~~form ~~are~~other ~~not~~special ~~obligated~~purpose acquisition companies similar to, ~~loan~~ours usor ~~Working~~may ~~Capital~~pursue ~~Loans~~other asbusiness ~~may~~or beinvestment ~~required.~~ventures ~~Such~~during ~~Working~~the ~~Capital~~period ~~Loans~~in ~~would~~which bewe ~~evidenced~~are byseeking ~~promissory~~a ~~notes~~Business Combination. ~~The~~These ~~Working~~companies ~~Capital~~may ~~Loans~~seek to complete a business combination in any location and may benot ~~repaid~~focus ~~upon~~on ~~completion~~any ofparticular anindustry ~~Initial~~for ~~Business~~a ~~Combination,~~business ~~without~~combination. ~~interest,~~Any orsuch companies, atbusinesses ~~the~~or ~~lender’s~~investments ~~discretion,~~may uppresent toadditional ~~$1,500,000~~conflicts of ~~the~~interest ~~Working~~in ~~Capital~~pursuing ~~Loans~~a Business Combination with a potential acquisition target. These conflicts may not be ~~converted~~resolved ~~upon~~in ~~completion~~our offavor anand ~~Initial~~a ~~Business~~potential ~~Combination~~target ~~into~~business ~~warrants~~may atbe apresented ~~price~~to ofsuch ~~$1.00~~other ~~per~~blank ~~warrant.~~check ~~Such~~companies ~~warrants~~prior ~~would~~to beits ~~identical~~presentation to ~~the~~us, ~~Private~~subject ~~Placement~~to ~~Warrants~~our officers’ and directors’ fiduciary duties under Cayman Islands law. InFurthermore, the ~~event~~personal ~~that~~and anfinancial ~~Initial~~interests ~~Business~~of ~~Combination~~our ~~does~~directors ~~not~~and ~~close,~~officers we may ~~use~~influence atheir ~~portion~~motivation ofin ~~proceeds~~timely ~~held~~identifying ~~outside~~and ~~the~~pursuing ~~Trust~~an ~~Account~~initial tobusiness ~~repay~~combination ~~the~~or ~~Working~~completing ~~Capital~~our ~~Loans,~~Business ~~but~~Combination. noThe ~~proceeds~~different ~~held~~timelines inof ~~the~~competing ~~Trust~~business ~~Account~~combinations ~~would~~could because ~~used~~our directors and officers to ~~repay~~prioritize ~~the~~a ~~Working~~different ~~Capital~~business ~~Loans.~~combination Onover ~~February~~finding 1,a ~~2023,~~suitable weacquisition ~~executed~~target ~~the~~for ~~WCL~~our ~~Agreement~~Business Combination. Consequently, aour ~~Working~~directors’ ~~Capital~~and ~~Loan~~officers’ ~~pursuant~~discretion toin ~~which~~identifying ~~the~~and ~~Sponsor~~selecting ~~agreed~~a tosuitable ~~loan~~target usbusiness ~~funds~~may upresult toin ~~$1,500,000.~~a Asconflict of ~~March~~interest ~~31,~~when ~~2023~~determining whether the terms, weconditions ~~had~~and ~~borrowed~~timing ~~$800,000~~of a particular business combination are appropriate and ~~had~~in ~~$700~~our shareholders’ best interest,~~000~~ ~~available~~which tocould usnegatively ~~under~~impact the ~~WCL~~timing ~~Agreement~~for a Business Combination.

~~For~~Our ~~the~~amended ~~year~~and ~~ended~~restated ~~March~~memorandum ~~31,~~and ~~2023~~articles of association provide that, ~~net~~to ~~cash~~the ~~used~~fullest inextent ~~operating~~permitted ~~activities~~by ~~was~~applicable ~~$1,703,978,~~law: ~~which~~(i) ~~was~~no ~~due~~individual toserving ~~non-cash~~as ~~adjustments~~a todirector ~~net~~or ~~income~~an ~~related~~officer toshall ~~the~~have ~~change~~any induty, ~~fair~~except ~~value~~and ofto the ~~derivative~~extent ~~warrant~~expressly ~~liability~~assumed ofby $2contract,~~259,680~~ ~~and~~to ~~interest~~refrain ~~income~~from onengaging ~~investments~~directly ~~held~~or indirectly in the ~~Trust~~same ~~Account~~or similar business activities or lines of ~~$5,825,601,~~business ~~partially~~as ~~offset~~us; byand ~~net~~(ii) ~~income~~we ofrenounce $4any interest or expectancy in,~~970,671~~ ~~and~~or ~~non-cash~~in ~~adjustment~~being offered an opportunity to ~~net~~participate ~~income~~in, ~~related~~any topotential ~~the~~transaction ~~change~~or inmatter ~~fair~~which ~~value~~may ofbe ~~the~~a ~~Forward~~corporate ~~Purchase~~opportunity ~~Agreement~~for ~~liability~~any ofdirector ~~$593~~or officer,~~795~~ ~~and~~on ~~changes~~the inone ~~operating~~hand, ~~assets~~ and ~~liabilities~~us, ofon ~~$816,837~~the other.

For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest” and “Certain Relationships and Related Party Transactions, and Director Independence.”

~~For~~Our ~~the~~executive ~~period April 20~~officers, ~~2021 (inception) through March 31~~directors, ~~2022,~~security ~~net~~holders ~~cash used in operating activities was $759,024, which was due to non-cash adjustments to net income related to the change in fair value of the derivative warrant liability of $20,530,500~~ and ~~interest~~their ~~income~~respective onaffiliates ~~investments~~may ~~held~~have incompetitive ~~the~~pecuniary ~~Trust~~interests ~~Account~~that ofconflict ~~$16,409,~~with ~~partially~~our offset by net income of $19,258,401 and non-cash adjustment to net income related to the change in fair value of the Forward Purchase Agreement liability of $74,696 and changes in operating assets and liabilities of $344,978interests.

We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a Business Combination with a target business that is affiliated with our Sponsor, our directors or executive officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

~~For~~37 ~~the~~Table ~~period April 20, 2021 (inception) through March 31, 2022, net cash used in investing activities was $234,600,000, which was due to cash deposited into the Trust Account~~ of ~~$234,600,000.~~Contents

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a Business Combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular Business Combination are appropriate and in our shareholders’ best interest. If this were the case, it may be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

~~For~~We ~~the~~may ~~year~~engage ~~ended~~in ~~March~~a ~~31,~~Business ~~2023,~~Combination ~~net~~with ~~cash~~one ~~provided~~or bymore ~~financing~~target ~~activities~~businesses ~~was~~that ~~$825,000,~~have ~~which~~relationships ~~was~~with ~~due~~entities tothat ~~$800~~may be affiliated with our Sponsor,~~000~~ inexecutive ~~proceeds~~officers, ~~from~~directors ~~the~~or ~~WCL~~Initial ~~Agreement~~Shareholders ~~and~~which ~~$25,000~~may inraise ~~related~~potential ~~party~~conflicts ~~advances.~~of interest.

In light of the involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, executive officers, directors or Initial Shareholders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.” Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking a Business Combination. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our Business Combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a Business Combination with any such entity or entities. Although we are not specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a Business Combination with one or more domestic or international businesses affiliated with our Sponsor, executive officers, directors or Initial Shareholders, potential conflicts of interest still may exist and, as a result, the terms of the Business Combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

~~For~~Our ~~the~~management ~~period~~may ~~April~~not ~~20,~~be ~~2021~~able ~~(inception) through March 31, 2022, net cash provided by financing activities was $236,328,285, which was due~~ to ~~proceeds~~maintain ~~from~~control ~~sale~~ of ~~the~~a ~~Units~~target inbusiness ~~the~~after ~~Initial~~our ~~Public~~Business ~~Offering~~Combination. ofUpon ~~$225,400,000,~~the ~~proceeds~~loss ~~from sale~~ of ~~the~~control ~~Private Placement Warrants in the Private Placement~~ of ~~$11,700,000,~~a ~~and~~target ~~proceeds from the IPO Promissory Note of $280~~business,~~000,~~ ~~partially~~new ~~offset~~management bymay ~~payments~~not onpossess ~~IPO~~the ~~Promissory Note of $280~~skills,~~000,~~ ~~repayment~~qualifications ofor ~~related~~abilities ~~party~~necessary ~~advances~~to ofprofitably ~~$25,000~~operate ~~and~~such ~~payment of offering costs of $746,715~~business.

We may structure our Business Combination so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target, our shareholders prior to our Business Combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the Business Combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

~~Based~~38 onTable ~~the foregoing, it is possible that the $90,283 in cash held outside the Trust Account on March 31, 2023 might not be sufficient to allow us to operate for at least 12 months from the date~~ of this Report, assuming that an Initial Business Combination is not consummated during that time. Until consummation of the Initial Business Combination, we have used and may continue to use these funds to pay existing accounts payable, identify and evaluate prospective Initial Business Combination candidates, perform due diligence on prospective target businesses, pay for travel expenditures, select the target business to merge with or acquire, and structure, negotiate and consummate the Initial Business Combination.Contents

Risks Associated with Acquiring and Operating a Business in Foreign Countries

WeIf ~~can~~we ~~raise~~pursue ~~additional~~a ~~capital~~target ~~through~~company ~~Working~~with ~~Capital~~operations ~~Loans from the Sponsor,~~ or anopportunities ~~affiliate~~outside of the ~~Sponsor,~~United orStates ~~certain~~for of our ~~officers~~Business ~~and directors~~Combination, ~~or through loans from third parties. If~~ we ~~are unable to raise additional capital, we~~ may beface ~~required to take~~ additional ~~measures~~burdens toin ~~conserve~~connection ~~liquidity,~~with ~~which could include~~investigating, ~~but~~agreeing ~~not necessarily be limited~~ to, ~~curtailing~~and ~~operations,~~completing ~~suspending~~such ~~the~~Business ~~pursuit of our business plan~~Combination, and ~~reducing~~if ~~overhead~~we ~~expenses.~~effect Wesuch ~~cannot~~Business ~~provide~~Combination, ~~assurance~~we ~~that~~would ~~new financing will~~ be ~~available~~subject to ~~us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as~~ a ~~going~~variety ~~concern for a reasonable period~~ of ~~time,~~additional ~~which~~risks isthat ~~considered~~may tonegatively beimpact ~~one~~our ~~year from the issuance date of these financial statements~~operations.

If we pursue a target company with operations or opportunities outside of the United States for our Business Combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our Business Combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

~~Contractual~~If ~~Obligations~~we effect our Business Combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

· costs and difficulties inherent in managing cross-border business operations; · rules and regulations regarding currency redemption; · complex corporate withholding taxes on individuals; · laws governing the manner in which future business combinations may be effected; · laws granting government authorities the power to block, modify or unwind business combinations; · exchange listing and/or delisting requirements; · tariffs and trade barriers; · regulations related to customs and import/export matters; · local or regional economic policies and market conditions; · unexpected changes in regulatory requirements; · longer payment cycles; · tax issues, such as tax law changes and variations in tax laws as compared to the United States; · currency fluctuations and exchange controls; · rates of inflation; · challenges in collecting accounts receivable; · cultural and language differences; · employment regulations; · underdeveloped or unpredictable legal or regulatory systems; · corruption; · protection of intellectual property; · social unrest, crime, strikes, riots and civil disturbances; · regime changes and political upheaval; · terrorist attacks, natural disasters and wars; or · deterioration of political relations with the United States.

~~General~~We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such Business Combination, or, if we complete such Business Combination, our operations might suffer, either of which may adversely impact our business, financial condition and ~~Administrative~~results ~~Services~~of operations.

If our management following our Business Combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

~~Commencing~~Following onour ~~the~~Business ~~date~~Combination, ~~the~~our ~~Units~~management ~~were~~may ~~first~~resign ~~listed~~from ontheir ~~Nasdaq,~~positions weas ~~agreed~~officers toor ~~pay~~directors ~~an affiliate~~ of the ~~Sponsor~~company aand ~~total~~the management of ~~$20,000~~the ~~per~~target ~~month~~business ~~for~~at ~~office~~the ~~space,~~time ~~utilities~~of ~~and~~the ~~secretarial~~business ~~and~~combination ~~administrative~~will ~~support.~~remain ~~Upon~~in ~~completion~~place. Management of the ~~Initial~~target ~~Business~~business ~~Combination~~may ornot ~~our~~be ~~liquidation,~~familiar wewith ~~will~~United ~~cease~~States ~~paying~~federal ~~these~~and ~~monthly~~state ~~fees~~securities laws. ~~During~~If ~~the~~new ~~fiscal~~management ~~years~~is ~~ended~~unfamiliar ~~March~~with ~~31,~~United ~~2023~~States ~~and~~securities ~~2022~~laws, ~~respectively,~~they wemay ~~incurred~~have to expend time and ~~paid~~resources ~~$240,000~~becoming familiar with such laws. This could be expensive and ~~$80,000~~time-consuming ofand ~~expenses~~could lead to various regulatory issues which may adversely affect our operations.

39 Table of Contents

27After our Business Combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in any such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.

~~Table~~The economic, political and social conditions, as well as government policies, of ~~Contents~~the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our Business Combination and if we effect our Business Combination, the ability of that target business to become profitable.

~~Registration~~Exchange ~~Rights~~rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

In the event we acquire a non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our Business Combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our Business Combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

~~The~~We ~~holders of the Founder Shares, Private Placement Warrants and Warrants that~~ may bereincorporate ~~issued~~in ~~upon~~another ~~conversion~~jurisdiction ofin ~~Working~~connection ~~Capital~~with ~~Loans~~our orBusiness anCombination, ~~extension loan (~~and ~~any shares of Ordinary Shares issuable upon~~ the ~~exercise~~laws of ~~the~~such ~~Private~~jurisdiction ~~Placement~~may ~~Warrants~~govern orsome ~~Warrants issued upon conversion of the Working Capital Loans~~ or anall ~~extension loan and upon conversion~~ of ~~the~~our ~~Founder~~future ~~Shares)~~material ~~are~~agreements entitled to registration rights pursuant to the Founder Shares Registration Rights Agreement, which requires us to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A Ordinary Shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of an Initial Business Combination and ~~rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the Founder Shares Registration Rights Agreement provides that~~ we ~~will~~may not be ~~required~~able to ~~effect~~enforce orour ~~permit~~legal ~~any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions~~rights. ~~We will bear the expenses incurred in connection with the filing of any such registration statements.~~

~~Underwriting~~In ~~Agreement~~connection with our Business Combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

General Risk Factors

We ~~granted~~may ~~the~~issue ~~underwriters~~additional ofClass ~~the~~A ~~IPO~~ordinary ashares ~~45-day~~or ~~option~~preference ~~from~~shares ~~the~~to ~~date~~complete ofour ~~IPO~~Business toCombination ~~purchase~~or upunder toan ~~3,000,000~~employee ~~additional~~incentive ~~Units~~plan toafter ~~cover~~completion ~~over-allotments,~~of ifour ~~any,~~Business atCombination. ~~the~~We ~~IPO~~may ~~price~~also ~~less~~issue ~~the~~Class ~~underwriting~~A ~~discounts~~ordinary ~~and~~shares ~~commissions.~~upon Onthe ~~December~~conversion 3,of ~~2021,~~ the ~~underwriters~~Founder ~~purchased~~Shares anat ~~additional~~a ~~3,000,000~~ratio ~~Units~~greater ~~pursuant~~than one-to-one at the ~~exercise~~time of ~~their~~our ~~over~~Business Combination as a result of the anti-~~allotment~~dilution ~~option.~~provisions ~~The~~contained ~~Units~~in ~~were~~our ~~sold~~amended atand anrestated ~~offering~~memorandum ~~price~~and articles of ~~$10~~association.00 ~~per~~Any ~~Unit,~~such ~~generating~~issuances ~~additional~~would ~~gross~~dilute ~~proceeds~~the tointerest us of ~~$30,000,000~~our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share and 5,000,000 preference shares, par value $0.0001 per share. We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our Business Combination or under an employee incentive plan after completion of our Business Combination. We may also issue Class A ordinary shares in connection with our redeeming the Warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our Business Combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to or in connection with our Business Combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of a Business Combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

~~The~~· ~~underwriters~~may ~~were~~significantly ~~paid~~dilute athe ~~cash~~equity ~~underwriting~~interest ~~discount~~ of ~~$0.20~~investors ~~per~~in ~~Unit,~~the orPublic $4Offering,~~600,000,~~ ~~upon~~which ~~the~~dilution ~~closing~~would ofincrease ~~the~~if ~~IPO. In addition,~~ the ~~underwriters~~anti-dilution ~~are~~provisions ~~entitled~~in ~~to a deferred fee of $0.35 per Unit, or $8,050,000. The deferred fee will become payable to~~ the ~~underwriters~~Class ~~from~~B ~~the~~ordinary ~~amounts~~shares ~~held~~resulted in the ~~Trust~~issuance ~~Account~~of ~~solely~~Class inA ~~the~~ordinary ~~event~~shares ~~that~~on wea ~~complete~~greater anthan ~~Initial~~one-to-one ~~Business~~basis ~~Combination,~~upon ~~subject~~conversion toof the ~~terms~~Class ofB ~~the~~ordinary ~~underwriting agreement.~~shares;

40 Table of Contents

~~Consulting~~· ~~Agreements~~may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; · could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; · may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; · may adversely affect prevailing market prices for our Units, Class A ordinary shares and/or Public Warrants; and · may not result in adjustment to the exercise price of our Warrants.

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

OnWe ~~November~~are ~~27,~~subject ~~2022,~~to werules ~~entered into an agreement with a transactional~~ and ~~strategic~~regulations ~~advisory~~by ~~firm~~various ~~(the~~governing ~~“First Strategic Advisor”) for advisory services in connection with a potential Initial Business Combination. Pursuant to this agreement~~bodies, weincluding, iffor ~~we consummate an Initial Business Combination~~example, ~~shall pay~~ the ~~First Strategic Advisor~~SEC, atwhich ~~the~~are ~~consummation~~charged ofwith the ~~Initial~~protection ~~Business Combination, a cash fee (the “Capital Markets Advisory Fee”) in the amount equal to (i) $1,500,000 plus (ii) an “Incremental Advisory Fee” based on the value~~ of ~~the~~investors ~~proceeds~~and ~~held in~~ the ~~Trust~~oversight ~~Account immediately prior to the closing~~ of ~~the~~companies ~~Initial~~whose ~~Business~~securities ~~Combination (the “Trust Proceeds”). If the Trust Proceeds~~ are: ~~(i)~~publicly ~~greater than $58~~traded,~~650,000~~ ~~but~~and ~~less than or equal~~ to ~~$117,300,000,~~new weand ~~will~~evolving ~~pay~~regulatory ~~the~~measures ~~First~~under ~~Strategic~~applicable ~~Advisor~~law. anOur ~~Incremental~~efforts ~~Advisory Fee of $250,000; (ii) greater than $117,300,000 but less than or equal~~ to ~~$175,950,000,~~comply wewith ~~will~~new ~~pay~~and ~~the~~changing ~~First~~laws ~~Strategic~~and ~~Advisor~~regulations anhave ~~Incremental~~resulted ~~Advisory~~in ~~Fee~~and ofare ~~$1,000,000;~~likely orto ~~(iii)~~continue ~~greater~~to ~~than~~result ~~$175~~in,~~950,000,~~ weincreased ~~will~~general ~~pay~~and ~~the~~administrative ~~First~~expenses ~~Strategic~~and ~~Advisor~~a andiversion ~~Incremental Advisory Fee~~ of ~~$2,500,000.~~management ~~The~~time ~~Capital Markets Advisory Fee shall be due~~ and ~~payable~~attention tofrom ~~the~~seeking ~~First~~a ~~Strategic~~business ~~Advisor~~combination ~~by us at the consummation of the Initial Business Combination~~target. If the Initial Business Combination does not occur or is abandoned, the First Strategic Advisor will not be entitled to the Capital Markets Advisory Fee. We will also reimburse the First Strategic Advisor for all reasonable documented out-of-pocket expenses incurred in connection with the consulting agreement, provided that such expenses will not exceed $25,000 in the aggregate without our prior written approval.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

OnWe ~~February~~may 1,be ~~2023, we entered into~~ a ~~separate~~passive ~~agreement~~foreign ~~with~~investment ~~another~~company ~~transactional and strategic advisory firm~~ (~~the~~ “~~Second Strategic Advisor~~PFIC”) towhich ~~provide~~could ~~consulting,~~result ~~advisory and related services~~ in ~~connection~~adverse ~~with a potential Initial Business Combination~~U.S. ~~Upon~~federal ~~consummation~~income oftax anconsequences ~~Initial~~to ~~Business Combination, the Second Strategic Advisor will purchase from us 250,000 Class B Ordinary Shares at a purchase price of $0~~U.04S. ~~per share or $10,000 in aggregate~~investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. If we determine we are a PFIC for any taxable year prior to the time we effect a Business Combination, we currently intend to endeavor to provide to a U.S. Holder, upon written request, such information as the Internal Revenue Service (“IRS”) may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and final Treasury Regulations provide that such election would be unavailable with respect to our warrants. We urge U.S. investors to consult their tax advisors regarding the possible application of the PFIC rules.

~~Critical~~We ~~Accounting~~are ~~Estimates~~an emerging growth company and ~~Policies~~a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including, but not limited to, if out total annual gross revenues are more than $1.235 billion or if the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $700.0 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

~~This~~41 ~~“Item~~Table ~~7. Management’s Discussion and Analysis~~ of Financial Condition and Results of Operations,” is based on the financial statements and the notes thereto contained elsewhere in this Report, which have been prepared in accordance with GAAP. The preparation of the financial statements and the notes thereto contained elsewhere in this Report requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments Contents

28Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Table~~Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of ~~Contents~~Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250.0 million as of the prior June 30, and (2) our annual revenues exceeded $100.0 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates exceeds $700.0 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

~~about~~Compliance ~~the~~obligations ~~carrying~~under ~~values~~the ofSarbanes-Oxley ~~assets~~Act ~~and~~may ~~liabilities~~make ~~that~~it ~~are~~more ~~not~~difficult ~~readily~~for ~~apparent~~us ~~from~~to ~~other~~effectuate ~~sources.~~a ~~Actual~~Business ~~results~~Combination, ~~may~~require ~~differ~~substantial ~~from~~financial ~~these~~and ~~estimates~~management ~~under~~resources, ~~different~~and ~~assumptions~~increase ~~or conditions. We have identified~~ the ~~following~~time asand ~~its~~costs ~~critical~~of ~~accounting~~completing ~~policies:~~an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls in our Annual Report on Form 10-K. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our Business Combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

~~Class~~We Ahave ~~Ordinary~~identified ~~Shares~~material ~~Subject~~weaknesses in our internal controls over financial reporting. The material weaknesses could continue to ~~Possible~~adversely ~~Redemption~~affect our ability to report our results of operations and financial condition accurately and in a timely manner.

~~All~~Our ofmanagement ~~the~~is ~~Class~~responsible Afor ~~Ordinary~~establishing ~~Share~~and ~~sold~~maintaining asadequate ~~part~~internal ofcontrols ~~the~~over ~~Units~~financial inreporting ~~the~~designed ~~IPO~~to ~~contain~~provide areasonable ~~redemption~~assurance ~~feature~~regarding ~~that~~the ~~allows~~reliability ~~for~~of financial reporting and the ~~redemption~~preparation of ~~such~~financial ~~Public~~statements ~~Shares~~for external purposes in ~~connection~~accordance with ~~our~~U.S. ~~liquidation,~~GAAP. ifOur ~~there~~management is alikewise ~~shareholder~~required, ~~vote~~on ora ~~tender~~quarterly ~~offer~~basis, into ~~connection~~evaluate ~~with~~ the ~~Initial~~effectiveness ~~Business~~of ~~Combination~~our ~~and~~internal incontrols ~~connection~~and ~~with~~to ~~certain~~disclose ~~amendments~~any tochanges ~~the~~and ~~Amended~~material ~~and~~weaknesses ~~Restated~~identified ~~Memorandum~~through ~~and~~such ~~Articles~~evaluation of ~~Association.~~those Ininternal ~~accordance~~controls. ~~with~~A ~~SEC~~material ~~and~~weakness ~~its~~is ~~staff’s~~a ~~guidance~~deficiency, onor ~~redeemable~~a ~~equity~~combination ~~instruments~~of deficiencies, ~~which~~in ~~has~~internal ~~been~~controls ~~codified~~over infinancial ~~ASC~~reporting, ~~Topic~~such ~~480-10-S99“Accounting~~that ~~for~~there ~~Redeemable~~is ~~Equity~~a ~~Instruments”(“ASC~~reasonable ~~480-10-S99”),~~possibility ~~redemption~~that ~~provisions~~a ~~not~~material ~~solely~~misstatement ~~within~~of our ~~control~~annual ~~require~~or ~~Ordinary~~interim ~~Shares~~financial ~~subject~~statements towill ~~redemption~~not to be ~~classified~~prevented ~~outside~~or ofdetected ~~permanent~~on ~~equity~~a timely basis.

42 Table of Contents

~~The~~As ~~Class~~previously ~~A Ordinary Shares are subject to SEC and its staff’s guidance on redeemable equity instruments~~disclosed, ~~which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable,~~ we ~~have~~identified ~~the~~material ~~option~~weaknesses ~~to either accrete changes~~ in ~~the~~our ~~redemption~~internal ~~value~~control over ~~the~~financial ~~period~~reporting ~~from~~related ~~the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later)~~ to the ~~earliest~~accounting ~~redemption~~for ~~date~~complex offinancial ~~the~~instruments ~~instrument~~and ~~or to recognize changes in~~ the ~~redemption~~review ~~value immediately as they occur~~ and ~~adjust~~approval ~~the carrying amount~~ of ~~the~~adjusting ~~instrument~~journal toentries. ~~equal~~As ~~the~~a ~~redemption~~result ~~value at the end~~ of ~~each reporting period. We recognize changes in redemption value immediately as they occur. Immediately upon~~ the ~~closing~~identified ofmaterial ~~the IPO~~weaknesses, weour ~~recognized~~management ~~the~~concluded ~~remeasurement~~that ~~from~~our ~~initial~~internal ~~book~~controls ~~value~~over tofinancial ~~redemption~~reporting ~~amount~~was ~~value.~~not ~~The change in the carrying value of redeemable Ordinary Shares resulted in charges against additional paid-in capital and accumulated deficit~~effective.

To respond to the material weaknesses, we plan to devote significant effort and resources to the remediation and improvement of our internal controls over financial reporting before March 3, 2026. Our plans at this time include incorporating additional controls and procedures over the review of complex financial instrument valuations, increasing communication among our personnel and third-party professionals with whom we consult regarding accounting applications and incorporating additional procedures over the review of the general ledger and the review and approval of adjustment to journal entries. 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 .

~~Net~~Any ~~Income~~failure ~~Per~~to ~~Ordinary~~maintain ~~Share~~such internal controls could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our ordinary shares is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our ordinary shares.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate internal controls over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

WeBecause ~~comply~~we ~~with~~are ~~accounting~~incorporated ~~and~~under disclosure requirements of ASC Topic 260, “Earnings Per Share.” Our statement of operations includes a presentation of income per share for Ordinary Shares subject to possible redemption in a manner similar to the ~~two-class~~laws ~~method~~ of ~~income per share. The remeasurement associated with~~ the ~~redeemable~~Cayman Class A Ordinary Shares is excluded from net loss per ordinary share as the redemption value approximates fair value. We have not considered the effect of the Public Warrants or the Private Placement Warrants to purchase an aggregate of 23Islands,~~200,000~~ ofyou ~~our~~may ~~Class~~face Adifficulties ~~Ordinary Shares~~ in ~~the~~protecting ~~calculation~~your ~~of diluted income per share~~interests, ~~since their exercise is contingent upon future events. Net income per share, basic~~ and ~~diluted,~~your ~~for~~ability ~~Class A and Class B non-redeemable Ordinary Shares is calculated by dividing the net income, adjusted for income or loss attributable~~ to ~~Class~~protect Ayour ~~redeemable~~rights ~~Ordinary~~through ~~Shares, by~~ the ~~weighted average number of Class A and Class B non-redeemable Ordinary Shares outstanding for the period~~U. ~~Class A and Class B non-redeemable Ordinary Shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income or losses of the Trust Account~~S. Atfederal ~~March~~courts ~~31,~~may ~~2023 and 2022, we did not have any dilutive securities and other contracts that could, potentially,~~ be ~~exercised or converted into Ordinary Shares and then share in the earnings of our Company~~limited. ~~As a result, diluted income per share is the same as basic income per share for the period presented.~~

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.

~~Warrants~~Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely: (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

We43 ~~account~~Table for the Public Warrants and the Private Placement Warrants issued in connection with the IPO and the Private Placement in accordance with the guidance contained in ASC Topic 815, “Derivatives and Hedging” whereby under that provision, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, we classify the warrant instrument as a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any change in fair value will be recognized in our statement of operations. The fair value at issuance was calculated using a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Upon issuance of the Private Warrants, we recorded a charge of $1,532,700 for the excess fair value of private warrant liabilities over the proceeds received.Contents

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

~~Forward~~Provisions ~~Purchase~~in ~~Agreement~~our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our Business Combination only holders of our Class B ordinary shares, which have been issued to our Sponsor and the Funds, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

WeCyber ~~entered~~incidents ~~into the Forward Purchase Agreement, as amended, with the Forward Purchase Investor pursuant to which the Forward Purchase Investor,~~ or ~~any~~attacks ofdirected ~~its subsidiaries or affiliates, may,~~ at ~~the~~us ~~sole~~could ~~written~~result ~~election~~in ofinformation ~~the Forward Purchase Investor~~theft, ~~purchase~~data ~~up to $20.0 million Forward Purchase Units~~corruption, ~~for~~operational ~~$10.00~~disruption per Forward Purchase Unit, in a private placement that will close substantially concurrently with the closing of our Initial Business Combination. One Forward Purchase Unit consists of one Forward Purchase Share and/or ~~one-half~~financial ~~of one Forward Purchase Warrant~~loss. ~~The Forward Purchase Warrants will have the same terms as the Public Warrants, and~~

29We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. See also “Item 1.C. Cybersecurity” for additional information on our cybersecurity risk management, strategy and governance.

~~Table~~Our ofsearch ~~Contents~~for a business combination, and any target business with which we ultimately consummate a Business Combination, may be materially adversely affected by the military conflicts and other geopolitical uncertainties.

~~the~~Armed ~~Forward~~conflicts ~~Purchase~~could ~~Shares~~lead ~~will~~to besignificant ~~identical~~market toand ~~the~~other ~~Class~~disruptions, Aincluding ~~Ordinary~~significant ~~Shares~~volatility ~~included~~in commodity prices and supply of energy resources, instability in ~~the~~financial ~~Units~~markets, ~~sold~~supply chain interruptions, political and social instability, changes in ~~the~~consumer ~~IPO~~or purchaser preferences, ~~except~~as well as an increase in cyberattacks and espionage. The foregoing could adversely affect the ~~Forward~~global ~~Purchase~~economy ~~Shares~~and ~~will~~financial bemarkets ~~subject~~and could adversely affect our ability to ~~transfer~~search ~~restrictions~~for a business combination or finance such business combination, and ~~certain~~the ~~registration~~business, ~~rights~~financial condition and results of operations of any target business with which we ultimately consummate a Business Combination may be materially adversely affected.

44 Table of Contents

~~For further information on the Forward Purchase Agreement and the Forward Purchase Securities, please see “~~Item 11B. ~~Business.”~~Unresolved Staff Comments

None.

~~Recent~~Item ~~Accounting~~1C. ~~Pronouncements~~Cybersecurity

We are a special purpose acquisition company with no business operations. Since our IPO, our sole activity has been identifying and evaluating suitable acquisition transaction candidates. As noted in Item 1A. Risk Factors of this Form 10-K, cybersecurity attacks or other information security incidents relating to the information systems and infrastructure that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. While we have not adopted formal processes for assessing cybersecurity risk and we have no company personnel or processes of our own for this purpose, we rely upon the technology of third parties, and we depend upon the personnel and the processes of third parties to identify and protect against cybersecurity threats. Our board of directors is responsible for the oversight of risks from cybersecurity threats, and in fiscal years 2025 and 2024, we did not identify any cybersecurity threats that have materially affected our business strategy, results of operations, or financial condition.

InItem August 2020, the FASB issued ASU Topic 2020 06, “Debt -Debt with Conversion and Other Options (Subtopic 470 20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020 06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP2. ASU 2020 06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 upon inception. Adoption of ASU 2020 06 did not impact our financial position, results of operations or cash flows.Properties

We currently maintain our executive offices at 732 S 6th Street, #4386, Las Vegas, NV 89191 provided by our new sponsor free of charge. We consider our current office space adequate for our current operations.

Item 7A3. ~~Quantitative~~Legal ~~and Qualitative Disclosures about Market Risk.~~Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or any of our officers or directors in their corporate capacity.

WeItem ~~are~~4. aMine ~~smaller~~Safety ~~reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.~~Disclosures

Not applicable.

~~Item~~45 8.Table ~~Financial~~of ~~Statements and Supplementary Data.~~Contents

~~Reference~~PART ~~is made to pages F-1 through F-23 comprising a portion of this Report, which are incorporated herein by reference.~~II

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

(a) Market Information

Our securities are not currently trading on any exchange.

30(b) Holders

~~Table~~At January 9, 2026, there was 1 holder of ~~Contents~~record of our Units, 3 holders of record of our Class A ordinary shares, 1 holder of record of our Class B ordinary shares and 3 holders of record of our Public Warrants.

~~Item~~We 9have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. ~~Changes~~The payment of cash dividends in the future will be dependent upon our revenues and ~~Disagreements~~earnings, ~~with~~if ~~Accountants~~any, oncapital ~~Accounting~~requirements and ~~Financial~~general ~~Disclosure~~financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

~~None.~~46 Table of Contents

~~Item~~(d) ~~9A.~~Securities ~~Controls~~Authorized ~~and~~for ~~Procedures.~~Issuance Under Equity Compensation Plans

~~Evaluation of Disclosure Controls and Procedures~~None.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (~~together, the “Certifying Officers”~~e), orPerformance ~~persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.~~Graph

~~Under~~Not the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Actapplicable. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report, due to a material weakness solely related to our accounting for complex financial instruments. This material weakness resulted in the restatement of certain of our previously issued financial statements.

In(f) ~~light~~Recent ofSales ~~this material weakness, we have enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances~~ of ~~the~~Unregistered ~~complex~~Securities; ~~accounting~~Use ~~standards that apply to our financial statements including making greater use~~ of ~~third-party~~Proceeds ~~professionals~~from ~~with~~Registered whom we consult regarding complex accounting applications. 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 believe our efforts will enhance our controls relating to accounting for complex financial transactions, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.Offerings

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

~~Management’s~~On ~~Annual~~November ~~Report~~30, 2021, our registration statement on ~~Internal~~Form ~~Controls~~S-1 ~~over~~(File ~~Financial~~No. ~~Reporting~~333-260513) was declared effective by the SEC for the Public Offering pursuant to which we sold an aggregate of 23,000,000 Units, inclusive of the underwriters’ election to exercise their option to purchase an additional 3,000,000 Units, at an offering price to the public of $10.00 per Unit for an aggregate offering price of $230,000,000, with each Unit consisting of one Class A ordinary share of the Company at $0.0001 par value and one-half of one warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

AsNet ~~required~~proceeds ~~by SEC rules and regulations implementing Section 404~~ of ~~the Sarbanes-Oxley Act~~$234,600,000 ~~our~~from ~~Management~~the isPublic ~~responsible~~Offering ~~for establishing~~ and ~~maintaining~~the ~~adequate~~sale ~~internal~~of ~~control~~the ~~over~~Private ~~financial~~Placement ~~reporting.~~Warrants, ~~Our~~were ~~internal~~deposited ~~control~~into ~~over~~the ~~financial~~Trust ~~reporting~~Account ison ~~designed~~the toClose ~~provide~~Date ~~reasonable~~and ~~assurance regarding~~ the ~~reliability~~sale of ~~financial~~the ~~reporting~~Private ~~and~~Placement ~~the~~Warrants ~~preparation~~was ofdeposited in our ~~financial~~operating ~~statements~~account for ~~external~~future ~~reporting~~working ~~purposes~~capital inexpenditures. ~~accordance~~We ~~with~~paid ~~GAAP.~~$4,600,000 ~~Our~~in ~~internal~~underwriting ~~control~~discounts ~~over~~and ~~financial~~incurred ~~reporting~~offering ~~includes~~costs ~~those~~of ~~policies~~$498,152 ~~and~~related ~~procedures~~to ~~that:~~the Public Offering.

On May 23, 2023, we held an extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, a proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which we must (1) ~~pertain~~consummate toour Business Combination, (2) cease our operations except for the ~~maintenance~~purpose of ~~records~~winding ~~that~~up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in ~~reasonable~~the ~~detail~~Public Offering, ~~accurately~~with ~~and~~up ~~fairly~~to ~~reflect~~three optional additional extensions by an additional month each time, at the ~~transactions~~option ~~and~~of ~~dispositions~~our board of directors, until March 3, 2024. In connection with the ~~assets~~First Extension, shareholders holding 18,751,603 Class A ordinary shares exercised their right to redeem such shares at a per share redemption price of ~~our~~$10.51. ~~company~~As a result, approximately $197.2 million was removed from our Trust Account to pay such holders.

On February 29, 2024, the Company held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 20224 to March 3, 2025, (2) ~~provide~~cease ~~reasonable~~our ~~assurance~~operations ~~that~~except ~~transactions~~for ~~are~~the ~~recorded~~purpose asof ~~necessary~~winding up if we fail to ~~permit~~complete ~~preparation~~such Business Combination, and (3) redeem all of ~~financial~~the ~~statements~~Class A ordinary shares included as part of the Units sold in ~~accordance~~the Public Offering. In connection with ~~GAAP~~the Second Extension, ~~and~~shareholders ~~that~~holding ~~our~~3,036,666 ~~receipts~~Class ~~and~~A ~~expenditures~~Ordinary ~~are~~Shares ~~being~~exercised ~~made~~their ~~only~~right into ~~accordance~~redeem ~~with~~such ~~authorizations~~shares at a per share redemption price of ~~our~~$11.07. ~~Management~~As ~~and~~a ~~directors~~result, ~~and~~approximately $33,616,850 was removed from our Trust Account to pay such holders.

On February 28, 2025, the Company held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (31) ~~provide~~consummate ~~reasonable~~our ~~assurance~~Business ~~regarding~~Combination ~~prevention~~from orMarch ~~timely~~3, ~~detection~~2025 to March 3, 2026, (2) cease our operations except for the purpose of ~~unauthorized~~winding ~~acquisition~~up if we fail to complete such Business Combination, ~~use~~and or(3) ~~disposition~~redeem all of ~~our~~the ~~assets~~Class ~~that~~A ~~could~~ordinary ~~have~~shares aincluded ~~material~~as ~~effect~~part onof the ~~financial~~Units ~~statements~~sold in the Public Offering (the “Third Extension”). In connection with the Third Extension, shareholders holding 1,066,745 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $10.91. As a result, approximately $11.6 million was removed from our Trust Account to pay such holders.

3147 Table of Contents

~~Table~~Other than as described above, there has been no material change in the planned use of ~~Contents~~proceeds from the Public Offering as described in our final Prospectus, dated December 2, 2021, which was filed with the SEC on November 30, 2021.

~~Because~~(g) ofPurchases ~~its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections~~ of ~~any~~Equity ~~evaluation~~Securities of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2023. In making these assessments, Management used the criteria set forth by the ~~Committee~~Issuer ~~of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments~~ and ~~those~~Affiliated ~~criteria, Management determined that we did not maintain effective internal control over financial reporting as of March 31, 2023.~~Purchasers

~~Management has implemented remediation steps to improve our internal control over financial reporting~~None. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

~~This~~Item ~~Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act~~6. [Reserved]

~~Changes~~Item in7. ~~Internal~~Management’s ~~Control~~Discussion ~~over~~and Analysis of Financial ~~Reporting~~Condition and Results of Operations

~~Other~~The ~~than~~following asdiscussion ~~discussed~~and ~~above,~~analysis ~~there~~of ~~have been no changes to~~ our ~~internal control over~~ financial ~~reporting~~condition ~~during~~and ~~the~~results ~~fiscal~~of ~~year~~operations ~~ended~~should ~~March~~be ~~31,~~read ~~2023~~in ~~that~~conjunction ~~materially~~with ~~affected,~~the orfinancial ~~are~~statements ~~reasonably~~and ~~likely~~the tonotes ~~materially~~thereto ~~affect,~~contained ~~our~~elsewhere ~~internal~~in ~~control~~this ~~over financial reporting~~Report.

~~Item 9B. Other Information.~~Overview

OnWe ~~February~~are 1,a ~~2023,~~blank wecheck ~~executed~~company ~~the~~incorporated ~~WCL~~as ~~Agreement,~~ a ~~Working~~Cayman ~~Capital~~Islands ~~Loan~~exempted ~~from~~company for the ~~Sponsor~~purpose toof ~~loan~~effecting usan ~~funds~~Initial upBusiness ~~to $1,500,000~~Combination. ~~The~~Our ~~proceeds~~Sponsor, ofCEMAC ~~the~~Sponsor ~~WCL~~LP, ~~Agreement~~is ~~will~~a beCayman ~~used~~Islands ~~for~~exempted ~~costs~~limited inpartnership. ~~connection~~On ~~with~~April ~~our~~25, ~~Initial~~2024, ~~Business~~the ~~Combination~~Company orconsummated asthe ~~general~~transactions ~~working~~contemplated ~~capital.~~by ~~The~~a ~~WCL~~securities ~~Agreement~~purchase isagreement ~~non-interest~~pursuant ~~bearing~~to ~~and~~which ~~payable,~~Vikasati ~~in part or in full~~Partners, onLLC ~~the~~acquired ~~closing~~certain ofCompany ansecurities ~~Initial~~from ~~Business~~CEMAC ~~Combination.~~Sponsor ~~As of July 14~~LP, ~~2023,~~and wethe ~~had~~Company’s ~~borrowings~~directors ofand ~~$1,330,000~~officers ~~under~~were ~~the WCL Agreement~~replaced.

ALexasure ~~copy~~Business of the WCL Agreement is attached as Exhibit 10.10 to this Report and is incorporated herein by reference. The disclosure set forth in this Item 9B is intended to be a summary only and is qualified in its entirety by reference to the WCL Agreement.Combination

~~Item~~On 9CMarch 1, 2023, we entered the Lexasure Business Combination Agreement with Lexasure, Pubco, the Merger Subs, the SPAC Representative, and the Seller Representative, for the Lexasure Business Combination. ~~Disclosure~~Pursuant ~~Regarding~~to ~~Foreign~~the ~~Jurisdictions~~Lexasure ~~that~~Business ~~Prevent~~Combination ~~Inspections~~Agreement, Pubco was expected to serve as the parent company of each of the Company and Lexasure following the consummation of the Lexasure Business Combination. On March 22, 2024, the parties entered into a Termination and Release Agreement pursuant to which they terminated the Lexasure Business Combination Agreement, and the Company was no longer pursuing the Lexasure Business Combination. In connection with the termination of the Lexasure Business Combination Agreement, the Lexasure Loan was cancelled in accordance with the Financial Side Letter and no amounts were owed by the Company.

~~Not~~For ~~applicable~~a full description of the Lexasure Business Combination Agreement and the proposed Lexasure Business Combination, including the ancillary agreements entered into in connection with the Lexasure Business Combination Agreement, please see “Item 1. Business.”

Other Developments

32On April 19, 2023, pursuant to the Financial Side Letter, Lexasure agreed to loan us the Lexasure Loan up to a maximum of $600,000. The Lexasure Loan was unsecured and interest free. In connection with the Lexasure Loan, at the closing of the Lexasure Business Combination (or in the event of an Alternative Closing), the Sponsor had agreed to transfer a number of Ordinary Shares to Lexasure or its designee equal to (x) the amount of the Lexasure Loan that is used by us and not returned to Lexasure at or prior to the closing of the Lexasure Business Combination or Alternative Closing (less any amounts applied pursuant to the termination fee provision of the Lexasure Business Combination Agreement), divided by (y) $10.00 per share. Under the Financial Side Letter, the Lexasure Loan was intended to be repaid at the closing of the Lexasure Business Combination. In the event the Lexasure Business Combination Agreement was terminated, the Lexasure Loan was to be cancelled and no amounts would be owed by the Company, provided that any amounts advanced by Lexasure would reduce the amounts payable by Lexasure pursuant to the termination fee provision of the Lexasure Business Combination Agreement.

~~Table~~On May 15, 2023, May 18, 2023 and May 22, 2023, we entered into the Extension Non-Redemption Agreements with the Sponsor and the NRA Holders in exchange for the NRA Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of ~~Contents~~4,399,737 Class A Ordinary Shares sold in our Initial Public Offering in connection with the 2023 Extraordinary Meeting. In consideration of the foregoing agreement, immediately prior to, and substantially concurrently with, the closing of an Initial Business Combination, (i) the Sponsor (or its designees) would surrender and forfeit to us, for no consideration, an aggregate of 1,099,935 NRA Forfeited Shares and (ii) we would issue to the NRA Holders a number of Class A Ordinary Shares equal to the NRA Forfeited Shares.

~~PART~~48 ~~III~~Table of Contents

~~Item~~On May 23, 2023, we held the 2023 Extraordinary Meeting at which our shareholders approved, among other things, an amendment to our Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate an Initial Business Combination to March 3, 2024, and to permit our Board, in its sole discretion, to elect to wind up our operations on an earlier date than March 3, 2024. In connection with the vote to approve the Extension, the holders of 18,751,603 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.51 ~~Directors~~per share, ~~Executive~~for ~~Officers~~an ~~and~~aggregate ~~Corporate~~redemption ~~Governance~~amount of approximately $197,192,733.57, in connection with the 2023 Extraordinary Meeting. As a result of the approvals at the 2023 Extraordinary Meeting, we deposited $50,000 per month, or portion thereof, as required to complete an Initial Business Combination, for up to an aggregate of $450,000, which was deposited into the Trust account.

~~Directors~~On May 23, 2023, we issued an aggregate of 5,749,999 Class A Ordinary Shares to the Sponsor, upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsor in the Founder Conversion. The 5,749,999 Class A Ordinary Shares issued in connection with the Founder Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and ~~Executive~~the ~~Officers~~obligation to vote in favor of an Initial Business Combination as described in the IPO Prospectus. Following the Founder Conversion and the redemptions in connection with the Extension, there were 9,998,396 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding. As a result of the Founder Conversion and the redemptions in connection with the Extension, the Sponsor held 57.5% of the outstanding Ordinary Shares as of July 14, 2023. This percentage reflects ownership immediately following the Founder Conversion and the 2023 Extension redemptions and does not reflect subsequent redemptions or sponsor transfers

AsOn February 29, 2024, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the ~~date~~proposal to amend and restate the Company’s amended and restated memorandum and articles of ~~this~~association ~~Report~~to further extend the date by which we must (1) consummate our Business Combination from March 3, 2024 to March 3, 2025, (2) cease our ~~directors~~operations except for the purpose of winding up if we fail to complete such Business Combination, and ~~officers~~(3) ~~are~~redeem all of the Class A ordinary shares included as ~~follows:~~part of the Units sold in the Public Offering (the “Second Extension”). In connection with the Second Extension, shareholders holding 3,036,666 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of $11.07. As a result, approximately $33,616,850 was removed from our Trust Account to pay such holders.

Name	Age	Position
Roberta Brzezinski	55	Chief Executive Officer and Director
Herman G. Kotzé	53	Chief Financial Officer
Whitney Baker	37	Director
Michael Faber	64	Director
Neil Harper	55	Director
Darius James Roth	54	Director

On April 19, 2024, CEMAC Sponsor LP entered into a securities purchase agreement with Vikasati Partners, pursuant to which, among other things, Vikasati Partners would purchase (i) one Class B ordinary share of the Company, (ii) 3,925,000 Class A ordinary shares of the Company and (iii) 7,605,000 private placement warrants of the Company from CEMAC Sponsor LP, the existing directors and officers of the Company would resign, and new directors and officers designated by Vikasati Partners would be appointed. On April 25, 2024, the parties closed the transactions contemplated by the securities purchase agreement. Effective upon the closing on April 25, 2024, the Company’s then-existing directors and officers resigned and new directors and officers designated by Vikasati Partners were appointed.

On June 10, 2024, we received a notice from the Listing Qualifications Department (the “Staff”) of Nasdaq indicating that, as we were not able to complete a business combination within 36 months of the effectiveness of its IPO registration statement, or March 5, 2024, as required under Nasdaq Listing Rule IM-5101-2 (the “Rule”), we did not comply with the Rule and our securities were subject to delisting. In that regard, the Staff determined that our securities would be delisted from trading on Nasdaq and suspended at the opening of business on June 12, 2024. The Notice indicated that we had the right to appeal the Staff’s determination to a hearings panel. However, pursuant to Nasdaq Listing Rule5815(c)(1)(H), in the case of a company whose business plan is to complete one or more acquisitions, such as the Company, where the Notice is based on a failure to satisfy the requirement of the Rule to consummate a business combination within 36 months, the panel may only reverse the delisting decision where there has been a factual error applying the Rule. Based on the foregoing, we decided not to appeal the suspension.

~~The~~49 ~~experience~~Table of ~~our directors and executive officers is as follows:~~Contents

On February 28, 2025, we held another extraordinary general meeting of shareholders at which our shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to further extend the date by which we must (1) consummate our Business Combination from March 3, 2025 to March 3, 2026, (2) cease our operations except for the purpose of winding up if we fail to complete such Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Public Offering (the “Third Extension”). In connection with the Third Extension, shareholders holding 1,066,745 Class A Ordinary Shares exercised their right to redeem such shares at a per share redemption price of approximately $10.91. As a result, approximately $11.64 million was removed from our Trust Account to pay such holders. The Company changed its name from Capitalworks Emerging Markets Acquisition Corp to Piermont Valley Acquisition Corp.

~~Roberta~~For ~~Brzezinski,~~more ~~our~~information Chief Executive Officer and a director since our inception, leads Capitalworks’ global emerging markets practice and has 23 years of direct private equity investment experience across Asia, Latin America and Central Europe. She has also been named by the International Finance Corporation (World Bank Group) as an authorized non-executive director for IFC investee companies, and currently serves on a private company board in Eastern Europe. Prior to joining Capitalworks in January 2020, Ms. Brzezinski served as emerging markets private equity lead at Canadian pension fund CDPQ, where she spent five years leading investments in Latin America and India. She previously served as the ~~Chief~~extension ~~Investment Officer~~ of ~~TAU,~~our anCombination ~~Asia-focused~~Period ~~impact~~and ~~investor. Ms. Brzezinski was one of~~ the ~~original~~2024 ~~partners~~Extraordinary ~~of Abris Capital~~Meeting, aincluding ~~growth buyout firm in Central Europe founded in 2007. Earlier in her career, she was an Asia-focused investor at Emerging Markets Partnership,~~ the ~~manager~~Extension ~~of the AIG Infrastructure Funds. Prior to that, she was an Eastern Europe~~Non-~~focused~~Redemption ~~investor~~Agreements ~~at New Century Holdings,~~ and ~~an investment officer at~~ the ~~IFC.~~Founder ~~Currently based in New York~~Conversion, ~~Ms.~~please ~~Brzezinski~~see ~~has~~“Item ~~lived in Poland, Russia and Ukraine, with significant experience working and teambuilding across emerging markets~~1. MsBusiness”. Brzezinski is a multilingual (French, Russian, Spanish, Polish) U.S. national and holds an AB, magna cum laude, from Harvard College and an MBA with honors from Georgetown University. We believe Ms. Brzezinski is well-qualified to serve on our Board of Directors due to her significant investment experience and her experience leading investments in emerging markets generally as well as in many of our targeted geographies.

~~Herman~~Effective G.as ~~Kotzé,~~of ~~our~~July ~~Chief~~11, ~~Financial~~2025, ~~Officer~~the ~~since our inception~~Company, isVikasati aPartners ~~Capitalworks~~and ~~executive~~the ~~and~~New ~~joined~~Sponsor ~~Capitalworks~~entered ininto ~~January~~a ~~2021.~~purchase Mragreement. ~~Kotzé~~Pursuant ~~served~~to as the ~~Chief~~purchase ~~Executive~~agreement, ~~Officer~~among ofother ~~Lesaka~~things: ~~Technologies,~~(a) ~~Inc.,~~Vikasati orPartners ~~Lesaka,~~transferred ~~formerly~~to ~~known~~the asNew ~~Net~~Sponsor 1an ~~UEPS~~aggregate ~~Technologies,~~of ~~Inc.~~2,238,999 aClass ~~Nasdaq-listed~~A ~~diversified~~Ordinary ~~payment~~Shares ~~technology~~ and ~~financial~~1 ~~services~~Class ~~firm~~B ~~with~~Ordinary aShare; ~~focus~~(b) onthe ~~emerging markets~~Company, ~~from May 2017 until September 2020, and was~~ the ~~Chief~~New ~~Financial~~Sponsor ~~Officer, Secretary~~ and ~~Treasurer~~Vikasati ofPartners ~~Lesaka~~executed ~~from~~an ~~2004~~amendment ~~until~~to ~~February~~the ~~2018.~~letter ~~While~~agreement ~~Chief~~originally ~~Financial~~executed ~~Officer~~in ofconnection ~~Lesaka,~~with ~~Mr. Kotzé project-managed preparation of~~ the ~~company~~Company’s ~~primary~~IPO; ~~listing~~(c) onVikasati ~~Nasdaq~~Partners ingave ~~2004,~~to ~~together~~the ~~with~~New ~~Capitalworks’~~Sponsor ~~founders, who were private equity owners of~~ the ~~business~~irrevocable ~~prior~~right to ~~their~~vote ~~launch of~~ the ~~Capitalworks~~shares ~~platform.~~retained ~~Following~~by ~~the~~it ~~Nasdaq~~on ~~listing,~~its hebehalf ~~established compliance~~ and ~~reporting~~the ~~functions.~~prior Hesponsors ~~also~~agreed ~~served~~to astake acertain ~~director~~other ofactions ~~companies~~on inits ~~which~~behalf ~~Lesaka~~with ~~had~~respect ~~invested,~~to ~~including~~certain ~~two~~matters; ~~bank holding companies, European e-money institutions, South African insurance~~ and mobile operators. While at Lesaka, Mr. Kotzé was responsible for sourcing and executing more than 20 strategic investments worth $1 billion over nearly two decades, spanning multiple geographies including South Korea, Hong Kong, India, Europe and Sub-Saharan Africa. Mr. Kotzé also currently serves as non-executive chairman on the board of 21finance AG, a fintech company headquartered in Liechtenstein. Mr. Kotzé is a multilingual (~~German, Afrikaans~~d) ~~South~~the ~~African~~prior ~~national.~~sponsors ~~Based~~agreed into ~~Pretoria,~~cancel hean ~~holds~~aggregate ~~a Bachelor~~ of ~~Commerce in Accounting~~11, ~~with honors~~700,000 ~~and~~private aplacement ~~Bachelor~~warrants ofpurchased ~~Commerce~~at ~~in Accounting, cum laude, from~~ the ~~University~~time of ~~Pretoria,~~the ~~and has completed additional studies in taxation and treasury management~~IPO. ~~He is a qualified Chartered Accountant in South Africa.~~

~~Whitney~~Factors ~~Baker~~That ~~has~~May ~~served~~Adversely asAffect ~~the Chairperson of~~ our ~~Board~~Results of Directors since our IPO. Ms. Baker is the founder of Totem Macro. Totem offers macro-strategy research focusing on global emerging markets (cross-asset), blending emerging markets macro-to-micro understanding with the salient global drivers. Totem’s client base includes many well-known investors and Chief Investment Officers in the hedge fund space, corporate C-suites, institutional allocators and wealth funds, and teams across some of the largest investment management houses in the industry. Prior to founding Totem in early 2018, Ms. Baker served as the Head of Emerging Markets at Bridgewater Associates, overseeing and developing Bridgewater Associates’ systematic macro strategies in emerging markets. Prior to that, she ran emerging markets-focused global macro and equity long/short strategies at Soros Fund Management and TT International Operations

33Our results of operations and our ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, and geopolitical instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination; however, Management continues to evaluate the impact of these factors. The financial statements and notes thereto included elsewhere in this Report do not include any adjustments that might result from the outcome of this uncertainty.

~~Table~~Results of ~~Contents~~Operations

inAs ~~London~~of March 31, ~~and~~2025, ~~Asian~~we ~~and~~had ~~U.S.~~not ~~stock~~commenced ~~portfolios~~any atoperations. ~~Resolution~~All inactivity ~~Scotland.~~for ~~Ms.~~the ~~Baker~~period ~~holds~~from anApril MA20, ~~with~~2021 ~~honors~~(inception) through March 31, in2025 ~~Economics~~relates ~~(First~~to ~~Class)~~our ~~from~~formation and the ~~University~~IPO and, subsequent to the closing of ~~Glasgow~~the ~~and~~IPO, isidentifying a ~~Chartered~~target ~~Financial~~company ~~Analyst~~for an Initial Business Combination and costs related to the Lexasure Business Combination which was terminated. We ~~believe~~have ~~Ms.~~neither ~~Baker~~engaged isin ~~well-qualified~~any operations nor generated any revenues to ~~serve~~date. onWe ~~our~~will ~~Board~~not generate any operating revenues until after the completion of ~~Directors~~our ~~due~~Initial toBusiness ~~her~~Combination, ~~significant~~at ~~investment~~the ~~experience~~earliest. We will generate non-operating income in the form of interest income on cash and ~~her~~cash ~~experience~~equivalents ~~analyzing~~from the proceeds derived from the IPO. We incur increased expenses as a result of being a public company (for legal, ~~utilizing~~financial reporting, accounting and ~~developing~~auditing ~~macro~~compliance), ~~strategies~~as inwell ~~emerging~~as ~~markets~~for due diligence and transaction expenses.

~~Michael~~For ~~Faber~~the ~~has~~year ~~served~~ended asMarch ~~one of our directors since our IPO. Mr. Faber is a corporate executive and director~~31, ~~family office advisor and attorney with more than 25 years of experience investing in~~2025, ~~managing~~we ~~and~~had ~~advising~~net ~~both~~income ~~large multi-national and emerging growth companies in a variety~~ of ~~industries. Since 1996~~$1, ~~Mr. Faber has served as President and Chief Investment Officer of NextPoint and advises a number of multi-generational families on issues including family office management~~637, ~~asset manager selection and oversight~~099, ~~direct~~which ~~investing,~~consisted ~~trusts~~primarily ~~and estates, and impact investing and private foundations. Additionally, Mr. Faber currently serves as a director~~ of ~~CPI~~formation ~~Aerostructures, Inc., as chairperson of the nominating~~ and ~~corporate~~operating ~~governance~~costs ~~committee and as a member~~ of ~~the audit and strategic planning committees~~$298, ~~and as the lead director of Invesque~~096, ~~Inc.,~~offset asby ainterest ~~member~~income ofearned ~~the Human Resources Committee. Mr. Faber has served as a director, lead investor or senior advisor to more than 40 private companies and has led or served~~ on ~~numerous~~cash ~~audit, compensation~~ and ~~strategic~~marketable ~~committees.~~securities ~~From~~held ~~1990~~in ~~to 2008, Mr. Faber was a General Partner of~~ the ~~NextPoint~~Trust ~~family~~Account of ~~investment funds~~$541, ~~focusing on private equity~~412, ~~venture~~change ~~capital~~in ~~and~~fair ~~structured~~value ~~investments. Previously, Mr. Faber was a senior advisor to Akerman,~~ of ~~counsel to Mintz Levin, an attorney with~~ the ~~law~~derivative ~~firm~~warrant ofliability ~~Arnold & Porter, and a senior consultant to the Research Council~~ of ~~Washington~~$1, ~~the predecessor to the Corporate Executive Board Company. Mr. Faber received a JD from~~116, ~~and is an honors graduate and John M. Olin Fellow~~244, ~~of the University of Chicago Law School, received a BA from the State University of New York~~ and ~~has~~extinguishment ~~also studied at the Johns Hopkins University School~~ of ~~Advanced~~debt ~~International Studies. Mr. Faber brings to our Board~~ of Directors his legal expertise as well as his years of investment and general business experience. We believe Mr. Faber is well-qualified to serve on our Board of Directors due to his significant investment$277, ~~corporate and legal experience and his experience serving on various boards and board committees~~539.

~~Neil~~For ~~Harper~~the ~~has~~year ~~served~~ended asMarch ~~one~~31, of2024, ~~our~~we ~~directors~~had ~~since~~net ~~our~~income ~~IPO. Mr. Harper currently serves as Chairman~~ of ~~Turk Ventures Advisory Limited~~$4, ~~a leading Turkey-dedicated private equity group~~686,986, ~~and~~which asconsisted ~~Chairman~~primarily of ~~Zamo~~formation ~~Capital LLP, an impact investment firm. He sits on several other private equity-related corporate boards~~ and ~~investment~~operating ~~committees,~~costs ~~and~~amounting ~~also on charitable investment committees including that of the National Trust for Scotland. From 2006~~ to ~~2019~~$1, ~~Mr. Harper served as Managing Director and Chief Investment Officer of Morgan Stanley AIP Private Markets~~285,604 anoffset ~~approximately~~by ~~$12~~interest ~~billion~~income ~~global~~earned ~~private~~on ~~markets~~cash ~~fund, co-investment~~ and ~~secondaries~~marketable ~~business.~~securities ~~Prior~~held toin ~~that~~Trust heAccount ~~was~~amounting ~~a Partner at McKinsey & Company operating globally, providing consulting services~~ to ~~corporate and private equity clients in financial services~~$3, ~~telecom~~400, ~~technology~~607, and ~~several~~change ~~other sectors on strategy, performance improvement, mergers and acquisitions and corporate finance. Mr. Harper began his career at Arthur Andersen. He received an MA (First Class Honours)~~ in ~~Economics~~fair ~~and~~value ~~Accounting~~of ~~from~~ the ~~University~~derivative ofwarrant ~~Edinburgh~~liability and anthe ~~MBA~~forward ~~(Honors)~~purchase inagreement ~~Finance~~liability ~~and Strategy from the University~~ of ~~Chicago.~~$756,320 Inand ~~addition~~$864,223 herespectively, ~~is a chartered accountant~~ and ~~member~~Extinguishment of ~~the~~debt ~~Institute~~ of ~~Chartered Accountants of Scotland~~$951,440. We ~~believe~~do ~~Mr.~~not ~~Harper~~have isany ~~well~~long-~~qualified~~term todebt ~~serve~~obligations, oncapital ~~our~~lease ~~Board~~obligations, ofoperating ~~Directors~~lease ~~due~~obligations, topurchase ~~his~~obligations ~~significant~~or ~~investment~~long-term ~~and corporate experience and his experience serving on various boards and investment committees and consulting for companies in our targeted sectors~~liabilities.

~~Darius~~As ~~James Roth has served as one~~ of ~~our~~March ~~directors since our IPO. Mr. Roth is the founder and Chief Executive Officer of Zamo Capital LLP~~31, an2025 ~~investor in,~~ and ~~advisor to~~2024, ~~impact~~we ~~private~~did ~~equity~~not ~~and~~have ~~venture~~any ~~capital~~off-balance ~~firms~~sheet ~~since~~arrangements ~~its~~as ~~formation~~defined in ~~2018.~~Item ~~In addition, since 2018, Mr. Roth has served as~~ 303(a member of the Investment Committee of the University of Edinburgh Endowment. From 2016 to 2020, he served on the Economic Advisory Board of the International Finance Corporation. In 2007, Mr. Roth co-founded LeapFrog Investments, a social finance and impact investment firm. Mr. Roth holds an MA )(~~with distinction~~4)(ii) ~~in Economics from the University~~ of ~~Manchester~~Regulation ~~and a PhD in Economics from the University of Cambridge. We believe Mr. Roth is well~~S-~~qualified to serve on our Board of Directors due to his significant investment experience~~K.

~~Number~~50 ~~and~~Table ~~Terms~~ of ~~Office of Officers and Directors~~ Contents

~~Our~~Liquidity Board of Directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. Class one of our Board of Directors consists of Michael Faber and ~~Whitney~~Capital ~~Baker, with a term expiring at our first annual meeting of shareholders~~Resources; ~~Class~~Going two of our Board of Directors consists of Neil Harper and Darius James Roth, with a term expiring at our second annual meeting of shareholders; and Class three of our Board of Directors consists of Roberta Brzezinski with a term expiring at our third annual meeting of shareholders. In accordance with Nasdaq corporate governance requirements, we are required to hold an annual general meeting no later than one year after our first fiscal year-end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings or appoint Concern

34As of March 31, 2025, we had $1,611 in cash and a working capital deficit of $1.99 million.

~~Table~~In order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of ~~Contents~~the Sponsor, or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required. Such Working Capital Loans would be evidenced by promissory notes. The Working Capital Loans may be repaid upon completion of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be converted upon completion of an Initial Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that an Initial Business Combination does not close, we may use a portion of 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. On February 1, 2023, we executed the WCL Agreement, a Working Capital Loan pursuant to which the Sponsor agreed to loan us funds up to $1,500,000. As of March 31, 2025, we had borrowed $1,471,195 and had $28,805 available to us under the WCL Agreement.

~~directors.~~For Wethe ~~may~~year ~~not~~ended ~~hold~~March an31, ~~annual~~2025, ~~general~~net ~~meeting~~cash used in operating activities was $358,373, which was due to ~~appoint~~non-cash ~~new~~adjustments ~~directors~~to ~~prior~~net income related to the ~~consummation~~change in fair value of ~~our~~the ~~Initial~~derivative ~~Business~~warrant ~~Combination~~liability of $1,116,244 and interest income on investments held in the Trust Account of $541,412, partially offset by net income of $1,637,099 and changes in operating assets and liabilities of $337,816.

~~Committees~~For the year ended March 31, 2024, net cash used in operating activities was $15,550, which was due to non-cash adjustments to net income related to the change in fair value of the ~~Board~~derivative warrant liability of ~~Directors~~$756,320 and interest income on investments held in the Trust Account of $3,400,607, partially offset by net income of $4,686,986 and non-cash adjustment to net income related to the change in fair value of the Forward Purchase Agreement liability of $864,223, and changes in operating assets and liabilities of $318,614.

~~Our~~For ~~Board~~the ofyear ~~Directors~~ended ~~has~~March ~~two~~31, ~~standing~~2024, ~~committees:~~net ancash ~~audit~~generated ~~committee~~from ~~and~~investing aactivities ~~compensation~~was ~~committee.~~$ ~~Our~~230,359,584, ~~audit~~which ~~committee~~was ~~and~~due ~~compensation committee are composed solely of independent directors. Subject~~ to ~~phase-in~~cash ~~rules,~~deposited ~~the~~into ~~rules of Nasdaq and Rule 10A-3 of~~ the ~~Exchange~~Trust ~~Act~~Account ~~require that the audit committee~~ of ~~a listed company be comprised solely of independent directors~~$450,000 and ~~the~~withdrawn ~~rules~~ of ~~Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors; provided that if no such nominating committee exists~~$230, ~~such selection or recommendation may be made by independent directors constituting a majority of the Board’s independent directors~~809,584. ~~The charter of each committee is available on our website.~~

~~Audit~~For ~~Committee~~the year ended March 31, 2025, net cash provided by financing activities was $175,251, which was due to $175,251 received as related party advances.

WeFor ~~established~~the anyear ~~audit~~ended ~~committee~~March ~~of our Board of Directors. Darius James Roth~~31, ~~Neil Harper~~2024, ~~Michael~~net ~~Faber~~cash ~~and~~used ~~Whitney~~in ~~Baker~~financing ~~serve~~activities aswas ~~the members of the audit committee~~$230, ~~and Neil Harper chairs the audit committee. Under the Nasdaq listing standards and applicable SEC rules~~249,584, weprimarily ~~are~~due ~~required~~ to ~~have~~payments atfor ~~least three members of~~ the ~~audit~~redemption ~~committee, all~~ of ~~whom~~shares ~~must be independent. Each~~ of ~~Darius James Roth~~$230, ~~Neil Harper~~809,584, ~~Michael~~partially ~~Faber~~offset ~~and~~by ~~Whitney~~proceeds ~~Baker~~from isa ~~independent~~promissory ~~under~~note ~~Nasdaq listing standards and under Rule 10A-3(b)(1)~~ of ~~the Exchange Act~~$560,000.

~~Each~~Based ~~member~~on of the ~~audit~~foregoing, ~~committee~~it is ~~financially~~possible ~~literate~~that ~~and~~the ~~our~~$1,611 ~~Board~~in cash held outside the Trust Account on March 31, 2025 might not be sufficient to allow us to operate for at least 12 months from the date of ~~Directors~~this ~~has~~Report, ~~determined~~assuming that ~~Darius~~an ~~James~~Initial ~~Roth~~Business Combination is not consummated during that time. Until consummation of the Initial Business Combination, ~~Neil~~we ~~Harper~~have used and ~~Michael~~may ~~Faber~~continue ~~each~~to ~~qualifies~~use asthese anfunds ~~“audit~~to ~~committee~~pay ~~financial~~existing ~~expert”~~accounts aspayable, ~~defined~~identify inand ~~applicable~~evaluate ~~SEC~~prospective ~~rules~~Initial ~~and~~Business ~~has~~Combination ~~accounting~~candidates, perform due diligence on prospective target businesses, pay for travel expenditures, select the target business to merge with or ~~related~~acquire, ~~financial~~and ~~management~~structure, ~~expertise~~negotiate and consummate the Initial Business Combination.

We ~~have~~can ~~adopted~~raise additional capital through Working Capital Loans from the Sponsor, or an ~~audit~~affiliate ~~committee~~of ~~charter~~the Sponsor, or certain of our officers and directors, or through loans from third parties. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which ~~details~~could include, but not necessarily be limited to, curtailing operations, suspending the ~~principal~~pursuit ~~functions~~of our business plan, and reducing overhead expenses. We cannot provide assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the ~~audit~~issuance ~~committee,~~date ~~including:~~of these financial statements.

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

●Contractual pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence;Obligations

●Registration setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;Rights

●The ~~meeting~~holders toof ~~review~~the Founder Shares, Private Placement Warrants and ~~discuss~~Warrants ~~our~~that ~~annual~~may ~~audited~~be ~~financial~~issued ~~statements~~upon conversion of Working Capital Loans or an extension loan (and ~~quarterly~~any ~~financial~~shares ~~statements~~of ~~with~~Ordinary ~~Management~~Shares issuable upon the exercise of the Private Placement Warrants or Warrants issued upon conversion of the Working Capital Loans or an extension loan and upon conversion of the ~~independent~~Founder ~~registered~~Shares) ~~public~~are ~~accounting~~entitled ~~firm~~to registration rights pursuant to the Founder Shares Registration Rights Agreement, ~~including~~which ~~reviewing~~requires ~~our~~us ~~specific~~to ~~disclosures~~register ~~under~~such ~~“Management’s~~securities ~~Discussion~~for ~~and~~resale ~~Analysis~~(in the case of ~~Financial~~the ~~Condition~~Founder ~~and~~Shares, ~~Results~~only after conversion to Class A Ordinary Shares). The holders of ~~Operations~~these securities are entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back”; ~~reviewing~~registration rights with respect to registration statements filed subsequent to completion of an Initial Business Combination and ~~approving~~rights ~~any~~to ~~related~~require ~~party~~us ~~transaction~~to ~~required~~register for resale such securities pursuant to Rule 415 under the Securities Act. However, the Founder Shares Registration Rights Agreement provides that we will not be ~~disclosed~~required ~~pursuant~~to effect or permit any registration or cause any registration statement to ~~Item~~become ~~404~~effective ofuntil ~~Regulation~~the Ssecurities covered thereby are released from their lock-Kup ~~promulgated~~restrictions. byWe will bear the ~~SEC~~expenses ~~prior~~incurred toin usconnection ~~entering~~with ~~into~~the filing of any such ~~transaction;~~registration ~~and~~statements.

●Underwriting reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities.Agreement

35We granted the underwriters of the IPO a 45-day option from the date of IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On December 3, 2021, the underwriters purchased an additional 3,000,000 Units pursuant to the exercise of their over-allotment option. The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to us of $30,000,000.

~~Table~~The underwriters were paid a cash underwriting discount of ~~Contents~~$0.20 per Unit, or $4,600,000, upon the closing of the IPO. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement.

~~Compensation~~Consulting ~~Committee~~Agreements

WeOn ~~established~~November 27, 2022, we entered into an agreement with a ~~compensation~~transactional ~~committee~~and ofstrategic ~~our~~advisory ~~Board~~firm of(the ~~Directors~~“First Strategic Advisor”) for advisory services in connection with a potential Initial Business Combination. ~~Darius~~Pursuant ~~James~~to ~~Roth~~this agreement, ~~Michael~~we, ~~Faber~~if we consummate an Initial Business Combination, ~~Neil~~shall ~~Harper~~pay ~~and~~the ~~Whitney~~First ~~Baker~~Strategic ~~serve~~Advisor, asat the ~~members~~consummation of the ~~compensation~~Initial ~~committee~~Business Combination, ~~and~~a ~~Michael~~cash ~~Faber~~fee ~~chairs~~(the “Capital Markets Advisory Fee”) in the ~~compensation~~amount ~~committee~~equal to (i) $1,500,000 plus (ii) an “Incremental Advisory Fee” based on the value of the proceeds held in the Trust Account immediately prior to the closing of the Initial Business Combination (the “Trust Proceeds”). ~~Under~~If the ~~Nasdaq~~Trust ~~listing~~Proceeds ~~standards~~are: ~~and~~(i) ~~applicable~~greater ~~SEC~~than ~~rules~~$58,650,000 but less than or equal to $117,300,000, we ~~are~~will ~~required~~pay the First Strategic Advisor an Incremental Advisory Fee of $250,000; (ii) greater than $117,300,000 but less than or equal to ~~have~~$175,950,000, atwe ~~least~~will ~~two~~pay ~~members~~the First Strategic Advisor an Incremental Advisory Fee of $1,000,000; or (iii) greater than $175,950,000, we will pay the ~~compensation~~First ~~committee~~Strategic Advisor an Incremental Advisory Fee of $2,500,000. ~~all~~The Capital Markets Advisory Fee shall be due and payable to the First Strategic Advisor by us at the consummation of ~~whom~~the ~~must~~Initial Business Combination. If the Initial Business Combination does not occur or is abandoned, the First Strategic Advisor will not be ~~independent~~entitled to the Capital Markets Advisory Fee. We will also reimburse the First Strategic Advisor for all reasonable documented out-of-pocket expenses incurred in connection with the consulting agreement, provided that such expenses will not exceed $25,000 in the aggregate without our prior written approval.

WeOn ~~have~~February ~~adopted~~1, 2023, we entered into a ~~compensation~~separate ~~committee~~agreement ~~charter,~~with ~~which~~another ~~details~~transactional and strategic advisory firm (the ~~principal~~“Second ~~functions~~Strategic Advisor”) to provide consulting, advisory and related services in connection with a potential Initial Business Combination. Upon consummation of an Initial Business Combination, the ~~compensation~~Second ~~committee~~Strategic Advisor will purchase from us 250,000 ~~including:~~Class B Ordinary Shares at a purchase price of $0.04 per share or $10,000 in aggregate.

●Critical ~~reviewing~~Accounting ~~and~~Estimates ~~approving on an annual basis the corporate goals~~ and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;Policies

●This ~~reviewing~~“Item 7. Management’s Discussion and ~~making~~Analysis ~~recommendations~~of toFinancial ~~our~~Condition ~~Board~~and Results of ~~Directors~~Operations,” is based on the financial statements and the notes thereto contained elsewhere in this Report, which have been prepared in accordance with ~~respect~~GAAP. The preparation of the financial statements and the notes thereto contained elsewhere in this Report requires us to make estimates and judgments that affect the ~~compensation~~reported amounts of assets, liabilities, revenues and ~~any~~expenses ~~incentive~~and ~~compensation~~the disclosure of contingent assets and ~~equity-based~~liabilities ~~plans~~in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that ~~are~~we ~~subject~~believe to ~~Board~~be ~~approval~~reasonable under the circumstances, the results of ~~all~~which form the basis for making judgments about the carrying values of ~~our~~assets and liabilities that are not readily apparent from other ~~executive~~sources. ~~officers;~~Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as its critical accounting policies:

●52 ~~reviewing~~Table ~~our~~of ~~executive compensation policies and plans;~~Contents

●Class ~~implementing~~A ~~and~~Ordinary ~~administering~~Shares ~~our~~Subject ~~incentive~~to ~~compensation~~Possible ~~equity-based remuneration plans;~~Redemption

●All ~~assisting~~of ~~Management~~the Class A Ordinary Share sold as part of the Units in ~~complying~~the IPO contain a redemption feature that allows for the redemption of such Public Shares in connection with our ~~proxy~~liquidation, ~~statement~~if there is a shareholder vote or tender offer in connection with the Initial Business Combination and ~~annual~~in ~~report~~connection ~~disclosure~~with ~~requirements;~~certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC Topic 480-10-S99“Accounting for Redeemable Equity Instruments”(“ASC 480-10-S99”), redemption provisions not solely within our control require Ordinary Shares subject to redemption to be classified outside of permanent equity.

●The ~~approving~~Class ~~all~~A ~~special~~Ordinary ~~perquisites,~~Shares ~~special~~are ~~cash~~subject ~~payments~~to SEC and ~~other~~its ~~special~~staff’s ~~compensation~~guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we have the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and ~~benefit~~adjust ~~arrangements~~the ~~for~~carrying ~~our~~amount ~~executive~~of ~~officers~~the instrument to equal the redemption value at the end of each reporting period. We recognize changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, we recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable Ordinary Shares resulted in charges against additional paid-in capital and ~~employees;~~accumulated deficit.

●Net ~~producing~~Income aPer ~~report~~Ordinary ~~on executive compensation to be included in our annual proxy statement; and~~Share

●We ~~reviewing,~~comply ~~evaluating~~with accounting and ~~recommending~~disclosure ~~changes~~requirements of ASC Topic 260, if“Earnings ~~appropriate~~Per Share.” Our statement of operations includes a presentation of income per share for Ordinary Shares subject to possible redemption in a manner similar to the two-class method of income per share. The remeasurement associated with the redeemable Class A Ordinary Shares is excluded from net loss per ordinary share as the redemption value approximates fair value. We have not considered the effect of the Public Warrants or the Private Placement Warrants to purchase an aggregate of 23,200,000 of our Class A Ordinary Shares in the calculation of diluted income per share, since their exercise is contingent upon future events. Net income per share, basic and diluted, for Class A and Class B non-redeemable Ordinary Shares is calculated by dividing the net income, adjusted for income or loss attributable to Class A redeemable Ordinary Shares, by the ~~remuneration~~weighted average number of Class A and Class B non-redeemable Ordinary Shares outstanding for ~~directors~~the period. Class A and Class B non-redeemable Ordinary Shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income or losses of the Trust Account. At March 31, 2025 and 2024, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of our Company. As a result, diluted income per share is the same as basic income per share for the period presented.

Notwithstanding the foregoing, other than payment to an affiliate of our Sponsor of $20,000 per month, until the end of the Combination Period, for administrative and support services, and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, has been or will be paid to any of our existing shareholders, executive officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an Initial Business Combination. Accordingly, it is likely that prior to the consummation of an Initial Business Combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such Initial Business Combination.Warrants

~~The~~We ~~charter~~account ~~also~~for ~~provides~~the ~~that~~Public Warrants and the ~~compensation~~Private ~~committee~~Placement ~~may,~~Warrants issued in ~~its~~connection ~~sole~~with ~~discretion,~~the ~~retain~~IPO orand ~~obtain~~ the ~~advice~~Private ofPlacement ain ~~compensation~~accordance ~~consultant,~~with ~~independent~~the ~~legal~~guidance ~~counsel~~contained orin ~~other~~ASC ~~advisor~~Topic 815, “Derivatives and ~~will~~Hedging” bewhereby ~~directly~~under ~~responsible~~that ~~for~~provision, the ~~appointment,~~Public ~~compensation~~Warrants and ~~oversight~~the ofPrivate Placement Warrants do not meet the ~~work~~criteria offor ~~any~~equity ~~such~~treatment ~~advisor~~and must be recorded as a liability. ~~However~~Accordingly, ~~before~~we ~~engaging~~classify orthe ~~receiving~~warrant ~~advice~~instrument ~~from~~as a ~~compensation~~liability ~~consultant,~~at ~~external~~fair ~~legal~~value ~~counsel~~and adjust the instrument to fair value at each reporting period. This liability is re-measured at each balance sheet date until the Public Warrants and the Private Placement Warrants are exercised or expire, and any ~~other~~change ~~advisor,~~in fair value is recognized in our statement of operations. The fair value at issuance was calculated using a Monte Carlo simulation model to value the ~~compensation~~Public ~~committee~~Warrants ~~will~~and ~~consider~~a modified Black-Scholes model to value the ~~independence~~Private Placement Warrants. The valuation models utilize inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each ~~such~~reporting ~~advisor~~period. Upon issuance of the Private Warrants, ~~including~~we recorded a charge of $1,532,700 for the ~~factors~~excess ~~required~~fair byvalue ~~Nasdaq~~of ~~and~~private warrant liabilities over the ~~SEC~~proceeds received.

~~Director~~As ~~Nominations~~of March 31, 2025, the Public Warrants and Private Placement Warrants remain outstanding and are classified as liabilities measured at fair value.

We53 doTable not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Darius James Roth, Neil Harper, Michael Faber and Whitney Baker. In accordance with Rule 5605 of the Nasdaq rules, each of Darius James Roth, Neil Harper, Michael Faber and Whitney Baker is independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.Contents

36Forward Purchase Agreement

~~Table~~We entered into the Forward Purchase Agreement, as amended, with the Forward Purchase Investor pursuant to which the Forward Purchase Investor, or any of ~~Contents~~its subsidiaries or affiliates, may, at the sole written election of the Forward Purchase Investor, purchase up to $20.0 million Forward Purchase Units, for $10.00 per Forward Purchase Unit, in a private placement that will close substantially concurrently with the closing of our Initial Business Combination. One Forward Purchase Unit consists of one Forward Purchase Share and one-half of one Forward Purchase Warrant. The Forward Purchase Warrants will have the same terms as the Public Warrants, and the Forward Purchase Shares will be identical to the Class A Ordinary Shares included in the Units sold in the IPO, except the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights.

~~Our~~For ~~Board~~further ofinformation ~~Directors~~on ~~will~~the ~~also~~Forward ~~consider~~Purchase ~~director~~Agreement ~~candidates~~and ~~recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at~~ the ~~next~~Forward ~~annual~~Purchase ~~meeting of shareholders (or~~Securities, ifplease ~~applicable,~~see an“Item ~~extraordinary general meeting of shareholders)~~1. Our shareholders that wish to nominate a director for election to our Board of Directors should follow the procedures set forth in our amended and restated memorandum and articles of association. However, prior to our Initial Business ~~Combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our Board of Directors~~.”

WeRecent ~~have~~Accounting not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. Our Board of Directors may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board of Directors.Pronouncements

~~Code~~In August 2020, the FASB issued ASU Topic 2020 06, “Debt -Debt with Conversion and Other Options (Subtopic 470 20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815 40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020 06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020 06 also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 upon inception. Adoption of ~~Ethics~~ASU 2020 06 did not impact our financial position, results of operations or cash flows.

WeItem ~~have adopted a Code of Business Conduct and Ethics applicable to our directors, executive officers and employees~~7A. WeQuantitative ~~have filed a copy of our Code of Business Conduct~~ and ~~Ethics~~Qualitative asDisclosures anAbout ~~exhibit~~Market to the IPO Registration Statement. You can review this document by accessing our public filings at the SEC’s web site at www.sec.gov or by visiting our website. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request from us. If we make any amendments to our Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our Chief Executive Officer and Chief Financial Officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.Risk

~~Item~~To 11date, our efforts have been limited to organizational activities and activities relating to the Public Offering and the identification and evaluation of prospective acquisition targets for a Business Combination. ~~Executive~~We ~~Compensation~~have neither engaged in any operations nor generated any revenues. As the net proceeds from our Public Offering, certain of the net proceeds of the sale of the Private Placement Warrants and the proceeds of the Sponsor Loan held in the Trust Account have not been invested, we do not believe there will be any material exposure to interest rate risk.

We ~~entered~~have ~~into~~not anengaged ~~agreement~~in ~~with~~any ~~the~~hedging ~~Sponsor~~activities ~~whereby,~~since ~~commencing on the date~~ our ~~Units~~inception. ~~were~~We ~~first~~do ~~listed~~not onexpect ~~Nasdaq,~~to ~~through~~engage ~~the~~in ~~earlier~~any ofhedging ~~the~~activities ~~consummation~~with ofrespect ~~an Initial Business Combination and our liquidation, we agreed~~ to ~~pay an affiliate of~~ the ~~Sponsor~~market ~~$20,000~~risk ~~per month for office space, utilities and secretarial and administrative support. For the fiscal year ended March 31, 2023 and the period from April 20, 2021 (inception)~~ to ~~March~~which ~~31, 2022,~~ we ~~incurred~~are ~~$240,000 and $80,000, respectively, of administrative services under this arrangement~~exposed.

~~Except~~Item as described herein, no compensation of any kind, including finder’s and consulting fees, has been or will be paid by us to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an Initial Business Combination8. ~~However,~~Financial ~~these~~Statements ~~individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses~~ and ~~performing~~Supplementary ~~due diligence on suitable Initial Business Combinations.~~Data

~~After~~This ~~the~~information ~~completion~~appears offollowing ~~our~~Item ~~Initial~~15 ~~Business Combination, directors or members~~ of ~~our~~this ~~Management~~Report ~~Team~~and ~~who~~is ~~remain~~included ~~with~~herein us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Initial Business Combination, such as the Lexasure Registration Statement. We have not established any limit on the amount of such fees that may be paid by ~~the combined company to our directors or members of management~~reference. It is unlikely the amount of such compensation will be known at the time of the proposed Initial Business Combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

WeItem do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation of our Initial Business Combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our Initial Business Combination9. ~~The~~Changes ~~existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our Management’s motivation~~ in ~~identifying~~and orDisagreements ~~selecting a target business but we do not believe that the ability of our Management to remain~~ with usAccountants ~~after~~on ~~the~~Accounting ~~consummation~~and ofFinancial ~~our~~ Disclosure

37None.

~~Table~~Item of9a. ~~Contents~~Controls and Procedures

~~Initial~~Evaluation ~~Business~~of ~~Combination~~Disclosure ~~will~~Controls ~~be a determining factor in our decision to proceed with any potential Initial Business Combination. We are not party to any agreements with our officers~~ and ~~directors that provide for benefits upon termination of employment.~~Procedures

~~Any~~Disclosure ~~compensation~~controls toand beprocedures ~~paid~~are controls and other procedures that are designed to ~~our~~ensure ~~officers~~that ~~will~~information required to be ~~determined,~~disclosed in our reports filed or ~~recommended~~submitted tounder the ~~Board~~Securities Exchange Act of ~~Directors~~1934, ~~for~~as ~~determination~~amended (the “Exchange Act”) is recorded, ~~either~~processed, bysummarized aand ~~compensation~~reported ~~committee~~within ~~constituted~~the ~~solely~~time byperiods ~~independent~~specified ~~directors~~in orthe bySEC’s arules ~~majority~~and offorms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the ~~independent~~Exchange ~~directors~~Act onis accumulated and communicated to management, including our ~~Board~~principal ofexecutive ~~Directors~~officer and principal financial and accounting officer, to allow timely decisions regarding required disclosure.

~~Item~~As ~~12.~~required ~~Security~~by ~~Ownership~~Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial and accounting officer carried out an evaluation of ~~Certain~~the ~~Beneficial~~effectiveness ~~Owners~~of the design and ~~Management~~operation of our disclosure controls and ~~Related~~procedures ~~Stockholder~~as ~~Matters~~of March 31, 2025. Based upon their evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

~~The~~54 ~~following~~Table ~~table sets forth information regarding the beneficial ownership~~ of ~~our Ordinary Shares as of July 14, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:~~Contents

●Internal ~~each~~Control ~~person~~over ~~known~~Financial ~~by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;~~Reporting

●Management’s ~~each~~Annual ofReport ~~our~~on ~~executive~~Internal ~~officers~~Controls ~~and~~Over ~~directors~~Financial ~~that beneficially owns our Ordinary Shares; and~~Reporting

●As ~~all~~required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our ~~executive~~management ~~officers~~is responsible for establishing and ~~directors~~maintaining asadequate ainternal ~~group~~control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

In· ~~the~~pertain ~~table~~to ~~below,~~the ~~percentage~~maintenance ~~ownership~~of isrecords ~~based~~that, onin 9reasonable detail,~~998,397~~ ~~shares~~accurately ofand ~~our~~fairly ~~Ordinary~~reflect ~~Shares,~~the ~~consisting~~transactions ofand ~~(i)~~dispositions ~~9,998,396~~of ~~Class~~the Aassets ~~Ordinary~~of ~~Shares~~our ~~and~~company, ~~(ii)~~· ~~one~~provide ~~Class~~reasonable Bassurance ~~Ordinary~~that ~~Share,~~transactions ~~issued~~are ~~and~~recorded ~~outstanding~~ as ofnecessary ~~July~~to ~~14,~~permit ~~2023.~~preparation Onof ~~all~~financial ~~matters~~statements toin beaccordance ~~voted~~with ~~upon~~GAAP, ~~except~~and ~~for~~that ~~the~~our ~~election~~receipts ofand ~~directors~~expenditures ofare ~~the~~being ~~Board,~~made ~~holders~~only ofin ~~Class~~accordance Awith ~~Ordinary~~authorizations ~~Shares~~of ~~and~~our ~~Class~~management Band ~~Ordinary~~directors, ~~Shares~~and ~~vote~~· ~~together~~provide asreasonable aassurance ~~single~~regarding ~~class,~~prevention ~~unless~~or ~~otherwise~~timely ~~required~~detection byof ~~applicable~~unauthorized ~~law. Currently~~acquisition, ~~all~~use ofor ~~the~~disposition ~~Class~~of Bour ~~Ordinary~~assets ~~Shares~~that ~~are~~could ~~convertible~~have ~~into~~a ~~Class~~material Aeffect ~~Ordinary Shares~~ on athe ~~one-for-one~~financial ~~basis~~statements.\.

~~Unless~~Because ~~otherwise~~of ~~indicated~~its inherent limitations, weinternal ~~believe~~control ~~that~~over ~~all~~financial ~~persons~~reporting ~~named~~may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the ~~table~~risk ~~have~~that ~~sole~~controls ~~voting~~may ~~and~~become ~~investment~~inadequate ~~power~~because of changes in conditions, or that the degree or compliance with ~~respect~~the topolicies ~~all~~or ~~shares~~procedures may deteriorate. Management assessed the effectiveness of ~~Ordinary~~our ~~Shares~~internal ~~beneficially~~control ~~owned~~over byfinancial ~~them~~reporting at March 31, 2025. ~~The~~In ~~following~~making ~~table~~these ~~does~~assessments, ~~not~~management ~~reflect~~used ~~record~~the orcriteria ~~beneficial~~set ~~ownership~~forth by the Committee of Sponsoring Organizations of the ~~Private~~Treadway ~~Placement~~Commission ~~Warrants~~(“COSO”) asin ~~they~~Internal ~~are~~Control—Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not ~~exercisable~~have ~~within~~effective 60internal ~~days~~control ofover ~~the~~financial ~~date~~reporting ofat ~~this~~March ~~Report~~31, 2025.


	Class A Ordinary Shares			Class B Ordinary Shares			Approximate
	Number of			Number of			Percentage
	Shares	Approximate		Shares	Approximate		of Outstanding
	Beneficially	Percentage		Beneficially	Percentage		Ordinary
Name and Address of Beneficial Owner(1)	Owned	of Class		Owned	of Class		Shares
CEMAC Sponsor LP(3)	5,749,999	57.5	%	1	100	%	57.5	%
Roberta Brzezinski	—	—		—	—		—
Herman G. Kotzé	—	—		—	—		—
Whitney Baker	—	—		—	—		—
Michael Faber	—	—		—	—		—
Neil Harper	—	—		—	—		—
Darius James Roth	—	—		—	—		—
All executive officers and directors as a group (six individuals)	—	—		—	—		—
Weiss Parties(4)	1,268,450	12.7	%	—	—		12.7	%
Highbridge Capital Management, LLC(5)	1,698,183	17.0	%	—	—		17.0	%
Saba Parties(6)	2,024,660	20.2	%	—	—		20.2	%
Polar Asset Management Partners Inc(7)	1,196,773	12.0	%	—	—		12.0	%

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. As an emerging growth company, management’s report is not subject to attestation by our independent registered public accounting firm.

~~(1)~~Material Unless otherwise noted, the business address of each of the following entities or individuals is c/o Capitalworks Emerging Markets Acquisition Corp, 1345 Avenue of the Americas, 11th Floor New York, New York, 10105.Weakness

~~(2)~~A ~~Interests~~material ~~shown~~weakness ~~consist~~is ~~solely~~a ofdeficiency, ~~Founder~~or ~~Shares~~combination of deficiencies, ~~classified~~in asinternal ~~Class~~control Bover ~~Ordinary~~financial ~~Shares.~~reporting, ~~Such~~such ~~shares~~that ~~will~~there ~~automatically~~is ~~convert~~a ~~into~~reasonable ~~Class~~possibility Athat ~~Ordinary~~a ~~Shares~~material ~~concurrently~~misstatement ~~with~~of the Company’s annual or ~~immediately~~interim ~~following~~financial ~~the~~statements ~~consummation~~will ofnot ~~our~~be ~~Initial~~prevented ~~Business~~or ~~Combination~~detected on a ~~one-for-one~~timely basis. As previously disclosed, ~~subject~~management identified a deficiency in internal control over financial reporting relating to ~~adjustment~~the accounting for complex financial instruments, which constituted a material weakness. In addition, as ~~more~~previously ~~fully~~disclosed, ~~described~~management ~~under~~identified a deficiency in internal control over financial reporting related to the ~~heading~~review ~~“Description~~and approval of ~~Securities-Founder~~adjustment ~~Shares”~~to journal entries. As of March 31, 2025, the identified material weaknesses in our ~~IPO~~internal ~~Prospectus~~controls over financial reporting have not yet been remediated.

38Remediation Plan

~~Table~~Management plans to remediate the material weaknesses by 1) incorporating additional controls and procedures over the review of ~~Contents~~complex financial instrument valuations, 2) increasing communication among our personnel and third-party professionals with whom we consult regarding accounting applications and 3) incorporating additional procedures over the review of the general ledger and the review and approval of adjustment to journal entries after the consummation of the Business Combination. 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.

~~(3)~~Changes CEMAC Sponsor LP is the record holder of the shares reported herein. CEMAC Sponsor GP is the general partner of CEMAC Sponsor LP and has voting and investment discretion over the securities held by CEMAC Sponsor LP. Robert Oudhof is the sole director of CEMAC Sponsor GP and has voting and investment discretion over the securities held by CEMAC Sponsor GP. Robert Oudhof disclaims any beneficial ownership of the securities held by CEMAC Sponsor LP other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Each member of our Management Team has a pecuniary interest in ~~CEMAC~~Internal ~~Sponsor~~Control ~~LP; however, those individuals do not exercise voting or dispositive control~~ over ~~any~~Financial ~~of the shares held by CEMAC Sponsor LP. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.~~Reporting

~~(4)~~During ~~According to a Schedule 13G/A filed with~~ the ~~SEC~~fiscal onquarter ~~February~~ended 10March 31, ~~2023 by (i) Weiss Asset management LP (“Weiss”)~~2025, ~~which~~there ishas ~~the~~been ~~sole~~no ~~investment~~change ~~manager~~in toour ainternal ~~private~~control ~~investment~~over ~~partnership~~financial ~~(the~~reporting ~~“Weiss~~that ~~Partnership”)~~has ~~and~~materially ~~private investment funds (the “Weiss Funds”); (ii) WAM GP (“WAM”)~~affected, ~~which~~or is ~~the~~reasonably ~~sole~~likely general partner of Weiss and (iii) Andrew Weiss, who is the managing member of WAM (“Mr. Weiss”, and together with Weiss and WAM, the “Weiss Parties”). The Class A Ordinary Shares reported by the Weiss Parties include shares beneficially owned by the Weiss Partnership and the Weiss Funds. Each of the Weiss Parties disclaims beneficial ownership of the Class A Ordinary Shares reported therein as beneficially owned by each except to ~~the~~materially ~~extent of their respective pecuniary interest therein. The number of Class A Ordinary Shares held by the Weiss Parties is reported as of December 31~~affect, ~~2022,~~our asinternal ~~stated~~control inover ~~the~~financial ~~Schedule 13G/A, which does not reflect any redemption of shares by the Weiss Parties in connection with the Extension or any other transactions after December 31, 2022~~reporting. Accordingly, the number of Class A Ordinary Shares and the percentages set forth in the table may not reflect the Weiss Parties’ current beneficial ownership. The principal business office address of each of the Weiss Parties is 222 Berkeley Street, 16th floor, Boston, Massachusetts 02116.

~~(5)~~55 ~~According~~Table to a Schedule 13G/A filed with the SEC on January 31, 2023 by Highbridge Capital Management, LLC (“Highbridge”), which serves as investment adviser to certain funds and accounts (the “Highbridge Funds”), with respect to the Class A Ordinary Shares directly held by the Highbridge Funds. The number of Class A Ordinary Shares held by Highbridge is reported as of December 31, 2022, as stated in the Schedule 13G/A, which does not reflect any redemption of shares by Highbridge in connection with the Extension or any other transactions after December 31, 2022. Accordingly, the number of Class A Ordinary Shares and the percentages set forth in the table may not reflect Highbridge’s current beneficial ownership. The principal business office address of Highbridge is 277 Park Avenue, 23rd Floor, New York, New York 10172.Contents

~~(6)~~Item ~~According to a Schedule 13G/A filed with the SEC on February 14, 2023 by (i) Saba Capital Management, L~~9B.P. ~~(“Saba~~Other Capital”), (ii) Saba Capital Management GP, LLC (“Saba LLC”) and (iii) Mr. Boaz Weinstein (Mr. Weinstein, together with Saba Capital and Saba LLC, the “Saba Parties”). The number of Class A Ordinary Shares held by the Saba Parties is reported as of December 31, 2022, as stated in the Schedule 13G/A, which does not reflect any redemption of shares by the Saba Parties in connection with the Extension or any other transactions after December 31, 2022. Accordingly, the number of Class A Ordinary Shares and the percentages set forth in the table may not reflect the Saba Parties’ current beneficial ownership. The principal business office address of each of the Saba Parties is 405 Lexington Avenue, 58th Floor, New York, New York 10174.Information

~~(7)~~During ~~Based on a Schedule 13G filed with~~ the ~~SEC~~quarter onended ~~February~~March 1031, ~~2023~~2025, byno ~~Polar~~director ~~Asset~~or ~~Management~~officer ~~Partners~~adopted ~~Inc.~~or terminated any (~~“Polar”~~i), ~~which~~“Rule ~~serves as the investment advisor to Polar Multi~~10b5-~~Strategy~~1 ~~Master~~trading ~~Fund~~arrangement,” aas ~~Cayman~~defined ~~Islands~~in ~~exempted~~Item ~~company~~ 408(~~“PMSMF”~~a), ~~with~~of ~~respect~~Regulation toS-K ~~the~~intending ~~Class~~to Asatisfy ~~Ordinary~~the ~~Shares~~affirmative ~~directly~~defense ~~held~~conditions ~~by PMSMF. The number~~ of ~~Class~~Rule A10b5–1(c) ~~Ordinary~~or ~~Shares~~(ii) ~~held~~“non-Rule by10b5-1 ~~Polar~~trading ~~is reported as of December 31~~arrangement,” ~~2022,~~ as ~~stated~~defined in ~~the~~Item ~~Schedule~~408(a) ~~13G, which does not reflect any redemption~~ of ~~shares~~Regulation byS-K; ~~Polar~~and in(ii) ~~connection~~there ~~with~~was ~~the~~no ~~Extension~~information orthat ~~any~~was ~~other~~required ~~transactions~~to ~~after~~be ~~December~~disclosed ~~31,~~on ~~2022.~~a ~~Accordingly,~~Current ~~the~~Report ~~number~~on ofForm ~~Class~~8-K Aduring ~~Ordinary~~such ~~Shares~~quarter ~~and~~that ~~the~~was ~~percentages set forth in the table may~~ not ~~reflect~~so ~~Polar’s current beneficial ownership~~disclosed. ~~The principal business address for Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.~~

~~Securities~~Item ~~Authorized~~9C. ~~for~~Disclosures ~~Issuance~~Regarding ~~under~~Foreign ~~Equity~~Jurisdictions ~~Compensation~~that ~~Plans~~Prevent Inspections

~~None~~Not Applicable.

~~Changes~~56 inTable ~~Control~~of Contents

~~For~~PART ~~more information on the Lexasure Business Combination, please see “Item 1. Business”.~~III

39ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

~~Table~~Directors ofand ~~Contents~~Executive Officers

~~Item~~Our ~~13.~~current ~~Certain~~directors ~~Relationships~~ and ~~Related~~executive ~~Transactions,~~officers ~~and~~are ~~Director~~as ~~Independence.~~follows:

Founder Shares

Name	Age	Title
Wei Qian	40	Chairman, Chief Executive Officer, Chief Financial Officer and Director
Brian Coad	55	Director

OnWei ~~May~~Qian 12has served as the Director of Capital Markets at Fusion Park, ~~2021~~LLC, ~~our~~a ~~Sponsor~~US-based firm specializing in climate change tech investments and consulting, ~~paid~~since ~~$25~~March 2023. Mr. Qian’s past roles include serving as General Manager in the New York office of Cathay Holding Corp.,~~000~~ a private equity firm, orfrom ~~approximately~~May $02021 to March 2023, as Interim CEO of Hemp Logic Inc.~~004~~, ~~per~~a ~~share~~US-based CBD company to spearhead its expansion in China, from August 2020 to ~~cover~~May ~~certain~~2021, as Director of ~~our~~Investment ~~Initial~~at ~~Public~~Xingtong ~~Offering~~Capital, ~~costs~~an investment fund within the Shanshan Group, from July 2015 to July 2017, and as Vice Director of Investment at Transfar Holding Group, an investment company within Transfar Group, from July 2017 to August 2018. Mr. Qian’s career began in ~~exchange~~2011 ~~for~~and 5he has had experience in private equity and venture capital,~~750~~ focusing on TMT,~~000~~ ~~Founder~~healthcare, ~~Shares~~and climate tech sectors. Mr. Qian served as an independent director of Battery Future Acquisition Corp., a SPAC, from March 2024 until its business combination with Class Over Inc. in April 2025. Mr. Qian received a bachelor’s degree from Shanghai Jiaotong University and an MBA from St. John’s University.

~~The~~C. ~~Founder~~Brian ~~Shares~~Coad, ~~(i)~~CFA, ~~may~~has beserved ~~converted~~as ~~into~~our ~~Class~~Director Asince ~~Ordinary~~July ~~Shares~~2025. atMr. ~~the~~Coad ~~option~~has ofover ~~the~~25 ~~holder~~years atof ~~any~~finance ~~time~~and ~~prior~~operations toexperience ~~the~~across ~~Initial~~a ~~Business~~wide ~~Combination~~variety orof ~~(ii)~~platforms, ~~will~~from ~~automatically~~public ~~convert~~to ~~into~~private ~~Class~~and Astart-up ~~Ordinary~~to ~~Shares~~middle ~~concurrently~~market. ~~with~~Since or2021, ~~immediately~~Mr. ~~following~~Coad ~~the~~has ~~consummation~~served ofas the ~~Initial~~COO ~~Business~~and ~~Combination~~CFO onof aCartica ~~one-for-one~~Acquisition ~~basis~~Corp., ~~subject~~where tohe ~~adjustment~~was responsible for ~~share~~all ~~sub~~non-~~divisions,~~investment ~~share~~related ~~capitalizations,~~activities. ~~reorganizations,~~Prior ~~recapitalizations~~to ~~and~~joining ~~the like~~Cartica, ~~and~~Mr. ~~subject~~Coad towas ~~further~~Chief ~~adjustment~~Financial asOfficer ~~provided~~and ~~herein.~~Head Inof ~~the~~Strategic ~~case~~Planning ~~that~~for ~~additional~~the ~~Class~~operating Acompanies ~~Ordinary~~of ~~Shares~~PrinceRidge orHoldings ~~equity-linked~~LP ~~securities~~(“PrinceRidge”), ~~are~~a ~~issued~~middle-market orinvestment ~~deemed~~bank. ~~issued~~As inone ~~connection~~of ~~with~~ the ~~Initial~~initial ~~Business~~employees ~~Combination~~of PrinceRidge, ~~the~~Mr. ~~number~~Coad ofbuilt ~~Class~~the Afinance ~~Ordinary~~and ~~Shares~~accounting ~~issuable~~function. ~~upon~~While ~~conversion~~at ofPrinceRidge, ~~all~~he ~~Founder~~was ~~Shares~~responsible ~~will~~for ~~equal~~accounting, ~~in the aggregate~~finance, ~~20%~~treasury ofand ~~the~~tax, ~~total~~as ~~number~~well ofas ~~Class~~supporting Abrokerage ~~Ordinary~~clearing ~~Shares~~and ~~outstanding~~operations. ~~after~~Prior ~~such~~to ~~conversion~~joining ~~(after~~PrinceRidge, ~~giving~~Mr. ~~effect~~Coad towas ~~any~~CFO ~~redemptions~~for ofBroadpoint ~~Public~~Securities ~~Shares~~Group, byInc. ~~Public~~(Nasdaq: ~~Shareholders~~BPSG), ~~including~~a ~~the~~publicly ~~total~~traded ~~number~~middle-market ofinvestment ~~Class~~bank. AMr. ~~Ordinary~~Coad ~~Shares~~was ~~issued,~~responsible orfor ~~deemed~~external ~~issued~~and orregulatory ~~issuable~~reporting, ~~upon~~oversight ~~conversion or exercise~~ of ~~any~~the ~~equity-linked~~firm’s ~~securities~~clearing oroperations, ~~rights~~and ~~issued~~all orcorporate ~~deemed~~and ~~issued,~~business byrisk. ~~the~~Before usbecoming inCFO, ~~connection~~Mr. ~~with~~Coad orwas inBroadpoint’s ~~relation~~Director ~~to the consummation~~ of ~~the~~Financial ~~Initial~~Planning ~~Business~~and ~~Combination,~~Analysis. ~~excluding~~Prior ~~any~~to ~~Class~~joining ABroadpoint, ~~Ordinary~~Mr. ~~Shares~~Coad orwas ~~equity~~a co-~~linked~~founder ~~securities~~and ~~exercisable~~CFO ~~for~~of orFrost ~~convertible~~Securities, ~~into Class A Ordinary Shares issued~~Inc., ora toboutique beinvestment ~~issued,~~bank toand ~~any~~broker-dealer ~~seller~~specializing in ~~the~~energy ~~Initial~~and ~~Business~~technology. ~~Combination~~While ~~and~~at ~~any~~Frost, ~~Private~~Mr. ~~Placement~~Coad ~~Warrants~~was ~~issued~~responsible tofor ~~the~~all ~~Sponsor~~logistics functions, orincluding ~~our~~finance, ~~officers~~accounting, oroperations, ~~directors~~legal, ~~upon~~compliance, ~~conversion~~IT ofand ~~Working~~administration.Mr. ~~Capital~~Coad ~~Loans;~~graduated ~~provided~~from ~~that~~Southern ~~such~~Methodist ~~conversion~~University ofwith ~~Founder~~a ~~Shares~~BBA ~~will~~in ~~never~~Finance ~~occur~~and onis a ~~less~~Chartered ~~than~~Financial ~~one-for-one basis~~Analyst.

~~The~~Board ~~Sponsor~~Leadership ~~and~~Structure ~~our officers~~ and ~~directors~~Role have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, or (ii) the date on which we complete a liquidation, merger, share exchange or other similar transaction after the Initial Business Combination that results in ~~all~~Risk of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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 (2) if we consummate a transaction after the Initial Business Combination, which results in our shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.Oversight

OnWei ~~May~~Qian ~~23,~~serves ~~2023,~~as weChief ~~issued~~Executive anOfficer ~~aggregate~~and Chairman of ~~5,749,999~~the ~~Class~~Company. AAs ~~Ordinary~~a ~~Shares~~shell ~~to the Sponsor~~company, ~~upon~~ the ~~conversion~~Company ofdoes annot ~~equal~~believe ~~number~~that ofits ~~Class~~size Bor ~~Ordinary Shares held by~~ the ~~Sponsor~~complexity inof ~~the~~its ~~Founder~~operations ~~Conversion.~~warrants ~~The~~a ~~5,749,999~~separation ~~Class~~of ~~A Ordinary Shares issued in connection with~~ the ~~Founder~~Chairman ~~Conversion~~and ~~are~~Chief ~~subject~~Executive toOfficer ~~the~~functions. ~~same~~Furthermore, ~~restrictions as applied to~~ the ~~Class~~Company Bbelieves ~~Ordinary~~that ~~Shares~~combining ~~before~~ the ~~Founder~~roles ~~Conversion, including, among others, certain transfer restrictions, waiver~~ of ~~redemption~~Chairman ~~rights~~ and ~~the~~Chief ~~obligation~~Executive toOfficer ~~vote~~promotes inleadership ~~favor~~and ofdirection anfor ~~Initial~~executive ~~Business~~management, ~~Combination~~ as ~~described~~well inas ~~the~~allowing ~~IPO~~for ~~Prospectus.~~a ~~Following~~single, ~~the~~clear ~~Founder~~focus ~~Conversion~~for ~~and~~ the ~~redemptions~~chain inof ~~connection~~command. ~~with~~While the ~~Extension,~~Board ~~there~~does ~~were~~not ~~9,998,396~~have ~~Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding. As~~ a ~~result~~lead ofindependent director, the ~~Founder~~independent ~~Conversion~~directors ~~and~~will ~~the~~meet ~~redemptions~~ in ~~connection~~executive ~~with~~session ~~the~~regularly ~~Extension,~~without the ~~Sponsor~~presence ~~held 57.5%~~ of ~~the~~management ~~outstanding Ordinary Shares~~ as ~~of July 14, 2023~~appropriate.

~~Private~~57 ~~Placement~~Table ~~Warrants~~of Contents

The ~~Sponsor~~Board’s ~~purchased~~primary anfunction ~~aggregate~~is ofone ~~11,700,000 Private Placement Warrants at a price~~ of $1oversight.00 ~~per~~The ~~Private~~Board ~~Placement~~as ~~Warrant,~~a orwhole ~~$11,700,000~~works inwith the ~~aggregate.~~Company’s ~~Each~~management ~~Private~~team ~~Placement~~to ~~Warrant~~promote isand ~~exercisable~~cultivate ~~for~~a ~~one~~corporate ~~Class~~environment Athat ~~Ordinary~~incorporates ~~Share~~enterprise-wide atrisk amanagement ~~price~~into ofstrategy ~~$11~~and operations.50 ~~per~~Management ~~share~~periodically ~~(subject~~reports to ~~adjustment).~~the ABoard ~~portion~~about of the ~~proceeds~~identification, ~~from~~assessment ~~the~~and ~~Private~~management ~~Placement~~of ~~was~~critical ~~added~~risks toand ~~the~~management’s ~~proceeds~~risk ~~from~~mitigation ~~the~~strategies. ~~IPO~~Each ~~that~~committee ~~are~~of ~~held~~the inBoard ~~the~~is ~~Trust~~responsible ~~Account.~~by Iftheir wecommittee docharter ~~not~~for ~~complete~~the anevaluation ~~Initial~~of ~~Business~~elements ~~Combination~~of ~~within~~risk ~~the~~management ~~Combination~~based ~~Period,~~on the ~~Private~~committee’s ~~Placement~~expertise ~~Warrants~~and ~~will~~applicable ~~expire~~regulatory ~~worthless~~requirements. ~~While~~In ~~they~~evaluating ~~are~~risk, ~~held by~~ the ~~Sponsor~~Board orand its ~~permitted~~committees ~~transferees,~~consider whether the ~~Private~~Company’s ~~Placement~~programs ~~Warrants~~adequately ~~will~~identify bematerial ~~non-redeemable.~~risks ~~The~~in ~~Sponsor~~a ~~agreed,~~timely ~~subject~~manner toand ~~limited~~implement ~~exceptions,~~appropriately ~~not~~responsive torisk ~~transfer,~~management ~~assign~~strategies orthroughout ~~sell~~the ~~any~~organization. Each of ~~its~~the ~~Private~~committees ~~Placement~~reports ~~Warrants~~to ~~(except~~the toBoard ~~permitted~~as ~~transferees)~~a ~~until~~whole 30as ~~days~~to ~~after~~their ~~the~~findings ~~completion~~with ofrespect to the ~~Initial~~risks ~~Business~~they ~~Combination~~are charged with assessing.

~~Forward~~The ~~Purchase~~Board ~~Agreement~~administers its cybersecurity risk oversight function directly through the audit committee. The audit committee has primary responsibility for overseeing our risk assessment and risk management policies (including with respect to cybersecurity matters). Additionally, the Board is informed regarding the risks facing the Company and coordinates with management and our cybersecurity team to ensure our board receives regular risk assessment updates from management. The Company does not currently retain any third party vendor to be responsible for identifying, assessing and managing the Company’s risks from cybersecurity threats.

WeOur ~~entered~~officers ~~into~~are appointed by the ~~Forward~~board ~~Purchase~~of ~~Agreement,~~directors asand ~~amended,~~serve ~~with~~at the ~~Forward~~discretion ~~Purchase~~of ~~Investor~~the ~~pursuant~~board toof ~~which~~directors, ~~the~~rather ~~Forward~~than ~~Purchase~~for ~~Investor,~~specific orterms ~~any~~ of ~~its~~office. ~~subsidiaries~~Our orboard ~~affiliates,~~of ~~may,~~directors atis ~~the~~authorized ~~sole~~to ~~written~~appoint ~~election~~officers ofas ~~the~~it ~~Forward~~deems ~~Purchase~~appropriate ~~Investor,~~pursuant ~~purchase~~to upour charter.

40Our board of directors is structurally divided into three classes with only one class of directors being appointed in each year, and with each class serving a three-year term. However, at present the Company only has two directors. We believe that this is sufficient given our current status as a shell corporation. In connection with any change(s) to such status, we will duly elect qualified individuals to our board of directors.

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

toThe ~~$20.0~~Company ~~million~~does ~~Forward~~not ~~Purchase~~have ~~Units,~~any ~~for~~directors ~~$10.00~~on ~~per~~its ~~Forward~~board ~~Purchase Unit, in a private placement that will close substantially concurrently with the closing~~ of ~~our~~directors ~~Initial~~who ~~Business~~qualify ~~Combination. One Forward Purchase Unit consists of one Forward Purchase Share and one-half of one Forward Purchase Warrant. The Forward Purchase Warrants will have the same terms~~ as ~~the~~independent ~~Public~~directors ~~Warrants,~~under ~~and~~ the ~~Forward~~listing ~~Purchase~~rules ~~Shares~~of ~~will~~Nasdaq belisting ~~identical to the Class A Ordinary Shares included in the Units sold in the IPO, except the Forward Purchase Shares will be subject to transfer restrictions and certain registration rights~~standards.

~~For~~Committees ~~further~~of ~~information on~~ the ~~Forward~~Board ~~Purchase~~of ~~Agreement and the Forward Purchase Securities, please see “Item 1. Business.”~~Directors

~~Registration~~Our ~~Rights~~board of directors has three standing committees: an audit committee, a compensation committee and a nominating committee. However, as of the date of the Purchase Agreement, these committees are no longer populated nor operational and are not expected to be so until consummation of a business combination. Given the Company’s current status as a shell company, the board believes this is appropriate for the Company at this time.

~~The~~Director holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans or an extension loan (and any shares of Ordinary Shares issuable upon the exercise of the Private Placement Warrants or Warrants issued upon conversion of the Working Capital Loans or an extension loan and upon conversion of the Founder Shares) are entitled to registration rights pursuant to the Founder Shares Registration Rights Agreement, which requires us to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A Ordinary Shares). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of an Initial Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the Founder Shares Registration Rights Agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. We will bear the expenses incurred in connection with the filing of any such registration statements.Nominations

~~Related~~The ~~Party~~board ~~Loans~~established a nominating and governance committee at the time of the IPO. However, as of the date of the Purchase Agreement, this committee is no longer populated nor operational and is not expected to be so until consummation of a business combination. Director nominees are considered by the entire board, which presently consists of Wei Qian and Brian Coad. Given the Company’s current status as a shell company, the board believes this is appropriate for the Company at this time.

OnThe ~~May~~board ~~12,~~does ~~2021,~~not ~~the~~have ~~Sponsor~~a ~~issued~~policy ~~the~~with ~~IPO~~regard ~~Promissory Note~~ to ~~us,~~the anconsideration ~~unsecured~~of ~~promissory~~any ~~note,~~director ~~pursuant~~candidates torecommended ~~which,~~by wesecurity ~~could~~holders. ~~borrow~~The upboard tobelieves anthis ~~aggregate~~is ~~principal~~appropriate ~~amount~~for ofa ~~$300,000.~~shell ~~The~~company ~~IPO~~such ~~Promissory~~as ~~Note~~the ~~was~~Company ~~non-interest~~which ~~bearing~~has ~~and~~such ~~payable~~a onlimited ~~the~~security ~~earlier~~holder ~~of (i) December 31~~base, ~~2021~~including oreffective ~~(ii)~~control ~~the~~over ~~consummation~~shareholder ofvoting ~~the~~matters ~~IPO.~~such ~~During~~as the ~~period~~Prior ~~ended~~Sponsor ~~March~~has ~~31,~~given ~~2022,~~its ~~the~~share ~~Company~~ownership ~~borrowed~~and ~~$280,000~~powers ~~pursuant~~of attorney to ~~the~~vote ~~IPO~~shares ~~Promissory~~owned ~~Note.~~by AsNew ofSponsor ~~March~~among ~~31,~~others. ~~2022,~~The ~~the~~board ~~amounts~~considers ~~outstanding~~persons ~~under~~identified ~~the~~by ~~IPO~~its ~~Promissory~~members, ~~Note~~management, ~~were~~shareholders, ~~paid~~investment inbankers ~~full~~and others.

On58 ~~February~~Table ~~1, 2023, we executed the WCL Agreement, a Working Capital Loan pursuant to which the Sponsor agreed to loan us funds up to $1,500,000. As~~ of ~~March 31, 2023, we had borrowed $800,000 and had $700,000 available to us under the WCL Agreement.~~Contents

~~Administrative~~The ~~Services~~board ~~Agreement~~generally requires that persons to be nominated:

~~Commencing~~· onshould ~~the~~have ~~date~~demonstrated ~~the~~notable ~~Units~~or ~~were~~significant ~~first~~achievements ~~listed~~in ~~on Nasdaq~~business, weeducation ~~agreed~~or topublic ~~pay~~service; an· ~~affiliate~~should ofpossess the ~~Sponsor~~requisite ~~a total of $20~~intelligence,~~000~~ ~~per~~education ~~month~~and ~~for~~experience ~~office~~to ~~space,~~make ~~utilities~~a ~~and~~significant ~~secretarial~~contribution ~~and~~to ~~administrative~~the ~~support.~~board ~~Upon completion~~ of ~~the~~directors ~~Initial~~and ~~Business~~bring ~~Combination~~a orrange ~~our~~of ~~liquidation~~skills, wediverse ~~will~~perspectives ~~cease~~and ~~paying~~backgrounds ~~these~~to ~~monthly~~its ~~fees.~~deliberations; ~~During~~and ~~the~~· ~~fiscal~~should ~~years~~have ~~ended~~the ~~March~~highest 31ethical standards, ~~2023~~a ~~and~~strong ~~2022,~~sense ~~respectively,~~of weprofessionalism ~~incurred~~ and ~~paid~~intense ~~$240,000~~dedication ~~and~~to ~~$80,000~~serving the interests of ~~expenses~~the shareholders.

~~Lexasure~~The ~~Business~~board ~~Combination~~will generally consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The board may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board does not distinguish among nominees recommended by shareholders and other persons.

~~For~~Code ~~more~~of ~~information on the agreements entered into in connection with the Lexasure~~ Business ~~Combination~~Conduct ~~concerning~~and ~~the Sponsor, any of our officers or directors, please see “Item 1. Business”.~~Ethics

~~Extension~~We ~~Non~~have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. Any amendments to or waivers of certain provisions of our Code Ethics will be disclosed in a Current Report on Form 8-~~Redemption~~K. ~~Agreements~~

OnLimitation ~~May~~on ~~15,~~Liability ~~2023, May 18, 2023~~ and ~~May~~Indemnification 22, 2023, we entered into the Extension Non-Redemption Agreements with the Sponsor and the NRA Holders in exchange for the NRA Holders agreeing either not to request redemption, or to reverse any previously submitted redemption demand with respect to an aggregate of ~~4,399,737 Class~~Officers ~~A Ordinary Shares sold in our Initial Public Offering in connection with the 2023 Extraordinary Meeting. In consideration of the foregoing agreement, immediately prior to,~~ and substantially concurrently with, the closing of an Initial Business Combination, (i) the Sponsor (or its designees) will surrender and forfeit to us, for no consideration, an aggregate of 1,099,935 NRA Forfeited Shares and (ii) we shall issue to the NRA Holders a number of Class A Ordinary Shares equal to the NRA Forfeited Shares.Directors

~~For~~Cayman ~~more~~Islands ~~information~~law ondoes not limit the ~~Extension~~extent ~~Non-Redemption~~to ~~Agreements~~which a company’s memorandum and articles of association may provide for indemnification of officers and directors, ~~please~~except ~~see~~to ~~“Item~~the 1extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. ~~Business”~~Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

41Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we complete a Business Combination.

~~Table~~Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of ~~Contents~~their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

~~Director~~We ~~Independence~~believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

~~Nasdaq~~59 ~~listing~~Table ~~rules require that a majority~~ of our Board of Directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that each of Michael Faber, Neil Harper, Whitney Baker and Darius James Roth is an independent director under applicable SEC and Nasdaq rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.Contents

Item 11. Executive Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us. Our Sponsor, executive officers, directors, or their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our board will review on a quarterly basis all payments that were made by us to our Sponsor, executive officers, or directors, or their affiliates. Any such payments prior to an initial business combination are made using funds held outside the Trust Account. Other than quarterly review of such reimbursements, we do not have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by us to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our Business Combination.

After the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

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

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

On November 27, 2023, our board of directors approved the adoption of the Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), in order to comply with the final clawback rules adopted by the SEC under Rule 10D-1 under the Exchange Act (the “Rule”), and the listing standards, as set forth in the Nasdaq listing rules (the “Final Clawback Rules”).

The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our board of directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement.

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

The following table sets forth information available to us as of the date of this Annual Report, with respect to our Ordinary Shares held by:

	·	each person known by us to be the beneficial owner of more than 5% of our Ordinary Shares;

	·	each of our executive officers and directors; and

	·	all our executive officers and directors as a group.

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Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

In the table below, percentage ownership is based on 5,952,886 Ordinary Shares outstanding as of the record date, representing 5,952,885 Class A Ordinary Shares and 1 Class B Ordinary Shares. Voting power represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Ordinary Shares vote together as a single class. The table below does not include any Ordinary Shares underlying our outstanding warrants because such securities are not exercisable within 60 days.

Name and Address of Beneficial Owner⁽¹⁾	Number of Class A Ordinary Shares Beneficially Owned		Approximate Percentage of Outstanding Class A Ordinary Shares			Number of Class B Ordinary Shares Beneficially Owned⁽²⁾		Approximate Percentage of Outstanding Class B Ordinary Shares			Number of Ordinary Shares Beneficially Owned		Approximate Percentage of Outstanding Ordinary Shares
CEMAC Sponsor LP⁽²⁾		1,824,999		30.6	%		—		—			1,824,999		30.6	%
Vikasati Partners, LLC⁽²⁾		1,686,001		56.4	%		—		—			1,686,001		28.3	%
Valleypark Road LLC		2,238,999		—			1		100	%		2,239,000		37.6	%
WeiQian		—		—			—		—			—		—
Brian Coad		—		—			—		—			—		—
All executive officers and directors as a group (two individuals)		—		—			—		—			—		—

_________________________

	(1)	Unless otherwise noted, the business address of each of the following is c/o Piermont Valley Acquisition Corp, 732 6th Street, #5386, Las Vegas, NV 89101.
	(2)	Each of these entities has granted Valleypark Road, LLC a power of attorney to vote their shares in certain situations.

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

Founder Shares

On May 12, 2021, the Sponsor received 5,750,000 of the Class B ordinary shares (the “Founder Shares”) in exchange for cash of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. Due to the full exercise of the over-allotment option by the underwriters, these 750,000 shares are no longer subject to forfeiture.

The Founder Shares are identical to the Public Shares included in the Units sold in the Public Offering except that the Founder Shares are subject to certain rights and transfer restrictions, as described in further detail below, and will automatically convert into Class A ordinary shares at the time of our Business Combination or earlier at the option of the holders of the Founder Shares on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions contained in our amended and restated memorandum and articles of association.

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On May 23, 2023, the Company issued an aggregate of 5,749,999 Class A ordinary shares to the Sponsor, upon the conversion of an equal number of Class B ordinary shares held by the Sponsor. The 5,749,999 Class A ordinary shares issued in connection with the Founder Conversion are subject to the same restrictions as applied to the Class B ordinary shares before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Prospectus. Following the Founder Conversion and the redemptions in connection with the Extension, there were 9,998,396 Class A ordinary shares issued and outstanding and one Class B ordinary share issued and outstanding.

The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder, and may not be redeemed by us.

Private Placement Warrants

The Prior Sponsor purchased 10,500,000 Private Placement Warrants at a price of $1.00 per warrant, or $11,700,000 in the aggregate in a private placement that occurred simultaneously with the closing of the Public Offering. Such warrants have been cancelled.

Registration Rights

The holders of the Founder Shares and warrants that may be issued upon conversion of Working Capital Loans or Extension Loan (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans or Extension Loan and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form registration 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 completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell their Founder Shares until the earliest of (A) one year after the completion of our Business Combination and (B) subsequent to our Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our Business Combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our 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 our Sponsor with respect to any Founder Shares.

Director Independence

Currently, we have no directors that would be considered an “independent director” under the listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

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Item 14. Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to ~~Marcum~~Aloba Awomolo & Partners (“AAP”), our independent registered public accounting firm, for services rendered during the fiscal years ended March 31, 2025 and March 31, 2024.

Audit Fees

Audit fees consist of fees for professional services rendered for the audit of our annual financial statements and services that are normally provided in connection with statutory and regulatory filings.

~~Audit~~For ~~fees consist of fees for professional services rendered for~~ the ~~audit~~fiscal ~~of our~~ year~~-end~~ ~~financial~~ended ~~statements~~March ~~and~~31, ~~services~~2025, ~~that~~the ~~are normally provided by Marcum in connection with regulatory filings. The~~ aggregate fees ofbilled ~~Marcum~~by AAP for professional services rendered for the audit of our annual financial statements, and the review of ~~the~~interim financial information included in our Forms 10-Q ~~for~~totalled ~~the respective periods and other required filings with the SEC for the year ended March 31, 2023 and the period from April 20, 2021 (inception) to March 31, 2022 totaled~~ approximately $9330,~~134 and $93~~000,~~730,~~ ~~respectively.~~excluding ~~The~~applicable ~~above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings~~taxes.

For the fiscal year ended March 31, 2024, the aggregate fees billed by AAP for professional services rendered primarily for the review of interim financial information included in our Forms 10-Q totalled approximately $15,000, excluding applicable taxes.

The above amounts include interim review procedures and audit-related services performed in connection with SEC reporting requirements.

Audit-Related Fees

~~Audit-related~~We ~~fees~~did ~~consist~~not ofpay ~~fees~~AAP ~~billed~~any ~~for assurance and~~ audit-related ~~services~~fees ~~that~~during ~~are reasonably related to performance of~~ the ~~audit~~fiscal oryears review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the year ended March 31, ~~2023~~2025 ~~and~~or ~~the period from April 20, 2021 (inception) to~~ March 31, ~~2022 we did not pay Marcum any audit-related fees~~2024.

Tax Fees

We did not pay ~~Marcum~~AAP for tax ~~services~~compliance, tax planning or ~~advice~~tax ~~for~~advisory services during the ~~year~~fiscal years ended March 31, ~~2023~~2025 ~~and~~or ~~the period from April 20, 2021 (inception) to~~ March 31, ~~2022~~2024.

All Other Fees

We did not pay AAP for any other services during the fiscal years ended March 31, 2025 or March 31, 2024.

WePolicy ~~did~~on ~~not~~Board ~~pay~~Pre-Approval ~~Marcum~~of ~~for~~Audit ~~any~~and ~~other~~Permissible ~~services~~Non-Audit ~~for~~Services ~~the~~of ~~year ended March 31, 2023 and~~ the ~~period~~Independent ~~from April 20, 2021 (inception) to March 31, 2022.~~Auditors

The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent auditors as provided under the audit committee charter.

~~Pre-Approval~~63 ~~Policy~~Table of Contents

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board of Directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

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PART IV

Item 15. Exhibits ~~Exhibit~~ and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

(1) Financial Statements


	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 688)	F-2
Balance Sheets as of March 31, 2023 and 2022	F-3
Statements of Operations for the Year Ended March 31, 2023 and the Period From April 20, 2021 (Inception) Through March 31 2022	F-4
Statements of Changes in Shareholders’ Deficit for the Year Ended March 31, 2023 and the Period From April 20, 2021 (Inception) Through March 31 2022	F-5
Statements of Cash Flows for the Year Ended March 31, 2023 and the Period From April 20, 2021 (Inception) Through March 31 2022	F-6
Notes to Financial Statements for the Year Ended March 31, 2023 and the Period From April 20, 2021 (Inception) Through March 31 2022	F-7

(2) Exhibits

We hereby file as part of this Annual Report on Form 10-K the exhibits listed in the attached Exhibit Index.

~~(2)Financial~~EXHIBIT ~~Statement Schedules~~INDEX

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 6, 2021).
3.2		Amendment to the Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 30, 2023).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-260513), as filed with the SEC on October 27, 2021).
4.2		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-260513), as filed with the SEC on October 27, 2021).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-260513), as filed with the SEC on October 27, 2021).
4.4		Warrant Agreement, dated November 30, 2021, by and between the Company and Continental (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 6, 2021).
4.5		Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, as filed with the SEC on July 15, 2022).
10.1		Forward Purchase Agreement, dated June 15, 2021, by and between the Company and Camber Base, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-260513), as filed with the SEC on October 27, 2021).
10.2		Letter Agreement, dated November 30, 2021, by and among the Company, the Sponsor and each of the executive officers and directors of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 6, 2021).
10.3		Investment Management Trust Agreement, dated November 30, 2021, by and between the Company and Continental (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 6, 2021)).
10.4		Registration Rights Agreement, dated November 30, 2021, by and among the Company, the Sponsor and certain securityholders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 6, 2021).
10.5		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, as filed with the SEC on December 6, 2021).
10.6		Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 16, 2023).
10.7		Amendment to the Investment Management Trust Agreement, dated May 23, 2023, by and between the Company and Continental (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on May 30, 2023).
10.8		Share Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report as filed with the SEC on July 14, 2025).
31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1*		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 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*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		Inline Taxonomy Extension Definition Linkbase*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase*
104		Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

~~All~~* ~~financial~~Filed statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.herewith

** Furnished herewith

~~(3)Exhibits~~Item 16. Form 10-K Summary

Not applicable.

We64 ~~hereby~~Table ~~file as part~~ of ~~this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.~~Contents

SIGNATURES

~~Item~~Pursuant ~~16.~~to ~~Form~~the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to ~~Summary~~be signed on its behalf by the undersigned, thereunto duly authorized.

Not applicable.

	PIERMONT VALLEY ACQUISITION CORP

February 5, 2026	/s/ Wei Qian
	Name:	Wei Qian
	Title:	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ Wei Qian	Chairman and Chief Executive Officer	February 5, 2026
Wei Qian	(Principal Executive Officer and Principal Financial and Accounting Officer)

/s/ Brian Coad	Director	February 5, 2026
Brian Coad

65 Table of Contents

PIERMONT VALLEY ACQUISITION CORP

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (Aloba, Awomolo & Partners – PCAOB ID #7275)		F-2

Balance sheets as of March 31, 2025 and 2024		F-3

Statements of Operations for the year ended March 31, 2025 and 2024		F-4

Statements of Changes in Shareholders’ Deficit for the year ended March 31, 2025 and 2024		F-5

Statements of Cash Flows for the year ended March 31, 2025 and 2024		F-6

Notes to the Financial Statements		F-7

F-1 Table of Contents

ALOBA, AWOMOLO & PARTNERS(Chartered Accountants)Floor 4, Providence Court, Ajibade Bus Stop, Beside CocaCola Ibadan, Oyo State, NigeriaTel: 08055439586, 08034725835 Email: audits@alobaawomolo.org; alobaawomolopartners@gmail.com; website: www.alobaawomolo.org

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Piermont Valley Acquisition Corp

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Piermont Valley Acquisition Corp (the “Company”) as of March 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for each of the years then ended, including the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination within a specified period. If the Company is unable to complete a business combination within the required timeframe, it will be required to liquidate and dissolve. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Aloba, Awomolo & Partners – PCAOB ID #7275

We have served as the Company’s auditor since 2025.

Ibadan, Nigeria

January 21, 2026

43F-2 Table of Contents

~~Table~~PIERMONT ofVALLEY ~~Contents~~ACQUISITION CORP

BALANCE SHEETS

CAPITALWORKS EMERGING MARKETS ACQUISITION CORP

	For the Year Ended March 31, 2025			For the Year Ended March 31, 2024
ASSETS:
Current assets:
Cash	$	1,611		$	184,733
Due from Sponsor		-			-
Prepaid expenses		2,798			-
Other current asset		-			-
Total current assets		4,409			184,733
Cash and cash equivalents held in trust		2,382,346			13,483,034
Other assets		-
Deferred offering costs		-
Total Assets	$	2,386,755		$	13,667,767

LIABILITIES AND SHAREHOLDERS' DEFICIT
Accrued expenses	$	462,267		$	725,472
Accrued offering costs		-			71,813
Advances from related party		64,056			-
Note payable - sponsor		1,471,195			1,360,000
Total current		1,997,518			2,157,285
Warrant liability - private warrants		27,449			580,760
Warrant liability - public warrants		16,307			579,240
Forward purchase liability		-			-
Deferred underwriting compensation		-			-
Total liabilities		2,041,274			3,317,285

Commitments and contingencies
Class A ordinary shares subject to possible redemption; 204,986 and 1,211,731 shares at redemption value of approximately $11.62 and $11.13 per share as of March 31, 2025 and March 31, 2024 respectively		2,382,346			13,483,034
Shareholder's Deficit:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 5,749,999 issued and outstanding		575			575
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 1 share issued and outstanding ⁽¹⁾		-			-
Additional paid-in capital		-			-
Accumulated deficit		(2,037,440	)		(3,133,127	)
Total Shareholder's Deficit		(2,036,865	)		(3,132,552	)
Total Liabilities and Shareholder's Deficit	$	2,386,755		$	13,667,767

(1) During fiscal year 2024, 5,749,999 Class B ordinary shares were converted on a one-for-one basis into Class A ordinary shares in accordance with the Company’s amended and restated memorandum and articles of association. As a result of this conversion, such shares were reclassified from Class B to Class A. As of December 31, 2024 and 2025, 1 Class B ordinary share remained issued and outstanding.

~~INDEX~~The TOaccompanying ~~FINANCIAL~~notes ~~STATEMENTS~~are an integral part of the financial statements.

F-3 Table of Contents


Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)		F-2
Financial Statements:
Balance Sheets as of March 31, 2023 and 2022		F-3
Statements of Operations for the Year Ended March 31, 2023 and the Period From April 20, 2021 (inception) Through March 31 2022		F-4
Statements of Changes in Shareholders’ Deficit for the Year Ended March 31, 2023 and the Period From April 20, 2021 (Inception) Through March 31 2022		F-5
Statements of Cash Flows for the Year Ended March 31, 2023 and the Period From April 20, 2021 (Inception) Through March 31 2022		F-6
Notes to Financial Statements for the Year Ended March 31, 2023 and the Period From April 20, 2021 (Inception) Through March 31 2022		F-7 to F-23

PIERMONT VALLEY ACQUISITION CORP

STATEMENTS OF OPERATIONS

	For the Year		For the Year
	Ended		Ended
	March 31, 2025		March 31, 2024
EXPENSES
Formation and operating costs	$	298,096	$	1,285,604
TOTAL EXPENSES		298,096		1,285,604

OTHER INCOME / (EXPENSES)
Interest income		541,412		3,400,607
Transaction costs allocable to warrant liability		-		-
Change in fair value of forward purchase liability		-		864,223
Extinguishment of debt		277,539		951,440
Change in fair value of warrant liability		1,116,244		756,320
TOTAL OTHER INCOME		1,935,195		5,972,590

Net income	$	1,637,099	$	4,686,986

Weighted average shares outstanding, basic and diluted		1,126,227		6,706,870
Basic and diluted net income per class A redeemable ordinary share	$	0.24	$	0.38

Weighted average shares outstanding, basic and diluted		5,749,999		4,917,349
Basic and diluted net income per class A non-redeemable ordinary share	$	0.24	$	0.38

Weighted average shares outstanding, basic and diluted		1		832,651
Basic and diluted net income per class B ordinary share	$	0.24	$	0.38

The accompanying notes are an integral part of the financial statements.

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PIERMONT VALLEY ACQUISITION CORP

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED MARCH 31, 2025

Filing Compare · Piermont Valley Acquisition Corp