UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2024~~2025

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

For the transition period from _______________ to _______________

Commission File Number 001-40981

Cactus Acquisition Corp. 1 Ltd.

(Exact name of registrant as specified in its charter)

Cayman Islands

333-258042

N/A

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

4B301 Carnegie ~~Cedar~~Center ~~Brook~~ Drive, Suite 304 ~~Cranbury~~Princeton, NJ ~~08512~~08540 (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (609) 495-2222

~~Not~~4B Cedar ~~Applicable~~Brook Drive Cranbury, NJ 08512

(Former name or former address, if changed since last report)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Class A ordinary shares, par value $0.0001 per share	CCTSF	Over The Counter (OTC) Market

Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CTSWF	Over The Counter (OTC) Markets

Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant	CTSUF	Over The Counter (OTC) Markets

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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

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

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 30, ~~2024~~2025 (the last business day of the Registrant’s second fiscal quarter), based on the closing price of $11.3559 for the Registrant’s Class A ordinary shares, as reported by the Market, was $2122,~~705~~164,~~411~~380.

As of ~~March~~December 31, 2025, 3,~~926~~214,~~061~~ 738 Class A ordinary shares, par value $0.0001 per share, and 1 Class B ordinary share, par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference: None.

CACTUS ACQUISITION CORP. 1 LTD.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PART I		1
Item 1. Business		1
Item 1A. Risk Factors		15
Item 1B. Unresolved Staff Comments		42
Item 1C. Cybersecurity		42
Item 2. Properties		42
Item 3. Legal Proceedings		42
Item 4. Mine Safety Disclosures		42
PART II		43
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		43
Item 6. [Reserved]		44
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		4948
Item 8. Financial Statements and Supplementary Data		4948
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		4948
Item 9A. Controls and Procedures		5049
Item 9B. Other Information		5049
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		5049
PART III		5150
Item 10. Directors, Executive Officers and Corporate Governance		5150
Item 11. Executive Compensation		5654
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		5755
Item 13. Certain Relationships and Related Transactions, and Director Independence		6159
Item 14. Principal Accountant Fees and Services		6462
PART IV		6563
Item 15. Exhibit and Financial Statement Schedules		6563
Item 16. Form 10-K Summary		6866
INDEX TO FINANCIAL STATEMENTS		F-1
SIGNATURES		7067

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:

● “Board” our board of directors from time to time; ● “initial business combination” are to a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;” ● “Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share; ● “Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share; ● “combination period” are from the closing of the IPO to November 2, 2025 (or such earlier date as determined by the Board) reflecting the first extension, the second extension, and third extension that we have to consummate an initial business combination; provided that the combination period may be further extended pursuant to an amendment to the amended and restated memorandum and articles of association and consistent with applicable laws, regulations and stock exchange rules; ● “Companies Law” are to the Companies Law (2021 Revision) of the Cayman Islands, as the same may be amended from time to time; ● “founders shares” are to our 3,162,499 Class A ordinary shares and 1 Class B ordinary share, in the aggregate, initially purchased in the form of Class B ordinary shares in a private placement (2,875,000 shares), or received in a share dividend (287,500 shares), by our original sponsor prior to our IPO, and the 1 Class A ordinary shares that will be issued upon the automatic conversion of those the remaining 1 Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); ● “founder share conversion” are to the conversion by our original sponsor 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares on October 24, 2023; ● “~~Investment~~fourth ~~Company Act~~extension” are to the ~~Investment~~extension, ~~Company~~to ~~Act~~November of2, ~~1940~~2026, asof the deadline for our entry into an initial business combination under our amended and restated memorandum and articles of association; ● “fourth extension meeting” is to the extraordinary general meeting held on October 31, 2025 approval for, among related matters, the fourth extension; ● “IPO” or “initial public offering” refers to the initial public offering of our Class A ordinary shares, which was consummated on November 2, 2021; ● “management” or our “management team” are to our officers and directors; ● “original sponsor” are to Cactus Healthcare Management LP, a Delaware limited partnership, including, where applicable, its affiliates; ● “private warrants” are to the 4,866,667 warrants that were issued and sold to our original sponsor in a private placement simultaneously with the closing of our initial public offering; ● “public shareholders” are to the holders of our public shares, including our original sponsor, officers and directors to the extent our original sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares; ● “public shares” are to our Class A ordinary shares sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); ● “public units” are to the units (consisting of public shares and warrants) sold in our initial public offering; ● “SEC” are to the U.S. Securities and Exchange Commission; ● “Securities Act” are to the Securities Act of 1933, as amended; ● “sponsor alliance” are to the transfers of 80% of the founders shares and 80% of the private warrants held by the sponsor to the first successor sponsor, including all agreements executed in connection with such transfers, which closed on February 23, 2024; ● “sponsor purchase agreement” are to the sponsor purchase agreement dated February 9, 2024, among our original sponsor, the successor sponsor and us; ● “sponsor shareholders” are to our original sponsor, Cactus Healthcare Management LP, the successor sponsor, EVGI Ltd, and the current sponsor, ARWM Inc Pte. Ltd; ● “successor sponsor” are to EVGI Ltd, an English private limited company, including, where applicable, its affiliates; ● “third extension” are to the extension, to November 2, 2025, of the deadline for our entry into an initial business combination under our amended and restated memorandum and articles of association; ● “third extension meeting” is to the extraordinary general meeting held on November 1, 2024 approval for, among related matters, the third extension; ● “trust account” are to the U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee; ● “trust agreement” are to the investment management trust agreement, dated as of November 2, 2021, by and between our company and Continental Stock Transfer & Trust Company, as trustee; ● “unit” are to a unit consisting of one Class A ordinary share and one-half warrant; ● “warrants” are to our redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the private warrants; ● “we,” “us,” “our,” “the company” or “our company” are to Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company; ● “2024 SPAC Rules” are to the new rules and regulations for special purpose acquisition companies adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; and ● “$,” “US$” and “U.S. dollar” each refer to the United States dollar.

● “warrants” are to our redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the private warrants; ● “we,” “us,” “our,” “the company” or “our company” are to Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company; ● “2024 SPAC Rules” are to the new rules and regulations for special purpose acquisition companies adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; and ● “$,” “US$” and “U.S. dollar” each refer to the United States dollar.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report are forward-looking in nature. 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,” “intends,” “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 consummate the business combination with Tembo e-LV B.V. pursuant to the Business Combination Agreement entered into on August 29, 2024;
	●	the expected benefits of the business combination with Tembo e-LV B.V., including the future financial and operating performance of the combined company;
	●	our ability to obtain the required shareholder and regulatory approvals and satisfy other closing conditions under the Business Combination Agreement;
	●	the anticipated timing of the closing of the business combination and listing of the combined company on the Nasdaq Stock Market;
	●	our potential ability to obtain additional financing to support transaction expenses or post-closing operations;
	●	our success in retaining or recruiting, or changes required in, our officers, key employees, or directors following the business combination;
	●	our officers and directors allocating their time to other businesses and potential conflicts of interest;
	●	risks related to the business and operations of Tembo and the markets in which it operates;
	●	the use of proceeds not held in our trust account at Bank of America, N.A., maintained by Continental Stock Transfer & Trust Company as trustee;
	●	our trust account not being subject to claims of third parties; or
	●	our financial performance following our initial public offering or following the completion of the business combination.

Forward-looking statements are subject to numerous risks, uncertainties, and other factors that could cause actual results to differ materially from those reflected in such statements, including those discussed in “Risk Factors” and elsewhere in this Annual Report.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Item 1A. 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.

iii

Summary of Risk Factors

An investment in our securities involves a high degree of risk. We have provided the following summary of the material risks involved:

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

● The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. ● The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. ● We have been delisted from the Nasdaq Stock Market and may face challenges in relisting or qualifying the combined company for listing on a major U.S. exchange. We may be unable to obtain - on reasonable terms or at all - additional financing to continue operations, complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. ● We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us. ● The requirement that we complete our initial business combination within the combination period may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach the end of the combination period, which could undermine our ability to complete our initial business combination on terms that would provide value for our shareholders. ● Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by unfavorable macro-economic trends, ongoing military conflicts and other geopolitical uncertainties. ● Because there are many SPACs evaluating targets, attractive targets have become scarcer and there is more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to consummate an initial business combination. ● We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $11.1279 per share, or less than such amount in certain circumstances, and our warrants will expire worthless. ● The notes to the financial statements included in this Annual Report contain an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” ● Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. ● Our sponsor shareholders will be able to approve the business combination regardless of how our public shareholders vote. ● Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination. ● If we seek shareholder approval of our initial business combination, our original sponsor, successor sponsor and other initial shareholders, as well as our directors, officers, advisors or any of their affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities. ● You will not be entitled to protections normally afforded to investors of many other blank check companies. ● If we seek shareholder approval of our initial 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 shares in excess of 15% of our Class A ordinary shares. ● Because the funds being held outside of the trust account are insufficient to allow us to operate for the remainder of the combination period , that could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, as we will depend on additional loans third parties to fund those activities. ● 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 $11.1279 per share.

	●	Our directors may decide not to enforce the indemnification obligations of our original sponsor, or to enforce provisions of the sponsor purchase agreement allocating our liabilities to our successor sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
	●	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.
	●	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 our Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our Board and us to claims of punitive damages.
	●	If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
	●	Changes in SEC rules affecting SPACs may adversely affect our ability to negotiate and complete our initial business combination.
	●	Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
	●	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.
	●	Because we are not limited to any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
	●	Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
	●	We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
	●	We may only be able to complete one business combination with the proceeds from our initial public offering and the sale of the private warrants, along with funding from third party sources (which may not be available), which will cause us to be solely dependent on a single business which may have a limited number of products or services, or product candidates. This lack of diversification may negatively impact our operations and profitability.
	●	We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
	●	We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
	●	In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments. We seek at a meeting to approved our initial business combination, to amend our amended and restated memorandum and articles of association in a manner that will make it easier for us to complete our initial business combination, which some of our shareholders may not support.
	●	The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity may be amended with the approval of holders of at least two-thirds of our ordinary shares that, being entitled to do so, attend and vote at a general meeting, and corresponding provisions of the agreement governing the release of funds from our trust account may be amended with the approval of holders of at least 65% of our then outstanding ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.
	●	We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants.
	●	Certain agreements related to our initial public offering may be amended without shareholder approval.

● Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses. ● We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, which could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. ● Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition. ● We may be deemed a “foreign person” and therefore may not be able to complete our business combination because such transaction may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States, or may be ultimately prohibited. ● Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $11.1279 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

Risks Relating to the Post-Business Combination Company

	●	If we effect a business combination with a company located in a foreign jurisdiction, we would be subject to a variety of additional risks that may negatively impact our operations.
	●	If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
	●	After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.
	●	Exchange rate fluctuations and currency policies may diminish a target business’ ability to succeed in the international markets.
	●	Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
	●	We may have limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
	●	Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

Risks Relating to our Management Team

	●	Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the skills efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
	●	Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
	●	Past performance by the companies in which our management team and our successor sponsor’s members and affiliates have been involved may not be indicative of future performance of an investment in us.

	●	Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
	●	Since our original sponsor, successor sponsor and the other initial shareholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
	●	Since our successor sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
	●	Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

Risks Relating to our Securities

● Our securities have been delisted from Nasdaq, limiting liquidity and subjecting us to additional trading restrictions. Our successor sponsor controls the appointment of our Board until completion of our initial business combination and holds a substantial interest in us. As a result, it appoints all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support. ● A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination. ● We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. ● Our warrants contained in our units, together with our founders shares and private warrants, may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination. ● There is currently a limited market for our securities, which could adversely affect the liquidity and price of our securities. ● Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited. ● Our amended and restated memorandum and articles of association provide that unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum of resolution of any claims arising under the Securities Act, which may impose additional litigation costs on our shareholders. ● Our amended and restated articles of association provide that unless we consent otherwise, the courts of the Cayman Islands shall have sole and exclusive jurisdiction for all disputes between our company and our shareholders under the Companies Act. ● Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management. ● After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all or substantially 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. ● An investment in our securities may result in uncertain or adverse United States federal income tax consequences. ● If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our extension meeting or initial business combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. ● The warrants that are part of the units that we offered publicly and issued privately, together with our grant of registration rights to our original sponsor and others, may have an adverse effect on the market price of our Class A ordinary shares and may make it more difficult for us to complete our initial business combination. ● Our original sponsor paid a nominal price for its acquisition of the founders shares. We may furthermore issue additional Class A ordinary shares or other securities to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders further and likely present other risks. ● Unlike certain other blank check companies, our sponsor shareholders will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination. ● We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors. ● Because of the number of Class A ordinary shares received by our original sponsor upon the conversion of the founder shares, Nasdaq may in the future consider us to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements. ● We may reincorporate in, migrate to or merge with and into another entity as a surviving company in, another jurisdiction in connection with our initial business combination and such reincorporation, migration or merger may result in taxes imposed on shareholders.

vii

● We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors. ● Because of the number of Class A ordinary shares received by our original sponsor upon the conversion of the founder shares, Nasdaq may in the future consider us to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements. ● We may reincorporate in, migrate to or merge with and into another entity as a surviving company in, another jurisdiction in connection with our initial business combination and such reincorporation, migration or merger may result in taxes imposed on shareholders.

Emerging Regulatory and Market Risks

	●	Increased regulatory scrutiny of SPAC transactions may delay or prevent our ability to complete a business combination, or increase the cost of compliance.
	●	The SEC and other regulatory bodies have recently introduced or proposed new rules specific to SPACs and de-SPAC transactions, including enhanced disclosure requirements and potential reclassification of SPACs as investment companies. These developments could result in additional regulatory burdens, increase the time and cost necessary to complete our initial business combination, or deter potential target companies from entering into a business combination with us.
	●	Litigation and heightened shareholder activism in the SPAC space could adversely affect our business combination efforts. SPACs and de-SPAC transactions have increasingly been subject to class action lawsuits, shareholder demands, and heightened scrutiny from activist investors. Any such actions taken against us or a prospective target could materially delay or prevent the consummation of a business combination and could result in significant legal expenses or reputational harm.

Additional Risk Factors for Consideration

● The delisting from Nasdaq may reduce the appeal of our securities to potential business combination targets and investors of our securities may increase the risk of a “failed” de-SPAC transaction or force us to agree to less favorable terms with a target company. ● Delisting has reduced our leverage in negotiations with potential targets, particularly if the combined company will need to meet the initial listing requirements of a national securities exchange in connection with the closing of a business combination. We may be required to accept less favorable deal terms or undertake additional steps, including concurrent capital raises or corporate restructuring, to meet relisting standards, any of which could delay or jeopardize our ability to complete a business combination. ● Our ability to relist our securities on a national securities exchange after a business combination is subject to significant uncertainty and risks. ● There can be no assurance that we or the combined company will be able to satisfy the initial listing standards of a national securities exchange, such as Nasdaq or the NYSE, after the consummation of our initial business combination. If we are unable to relist, investors may experience reduced liquidity, lower trading volumes, and a corresponding decrease in the market price of our securities. ● Delisting may be viewed negatively by regulators, potential targets, or investors, and could increase the likelihood of regulatory inquiries or shareholder litigation. The perception that we may be less financially stable or operationally viable as a delisted company could adversely affect our ability to complete a business combination on favorable terms or at all. ● The delisting may increase our cost of capital and limit our ability to attract future financing. ● The loss of our listing on Nasdaq may negatively affect our ability to attract and retain experienced directors, officers, and other key personnel who prefer to be associated with an exchange-listed company. This could impair our ability to manage operations and execute a business combination effectively. ● We have identified material weaknesses in our internal control over financial reporting. These weaknesses could result in misstatements of our financial statements or disclosures, which may not be prevented or detected on a timely basis. As a result, management has concluded that our internal control over financial reporting was not effective as of December 31, ~~2024~~2025. The existence of these material weaknesses increases the risk that our financial statements may contain material errors, and we may be required to restate previously issued financial information. Additionally, any continued failure to maintain effective internal controls could harm our reputation with investors, lead to regulatory scrutiny, limit our ability to raise additional capital, and negatively impact our stock price. ● We are in the process of implementing remediation plans to address the material weaknesses identified in our internal control over financial reporting. These plans include hiring additional accounting personnel and implementing enhanced control procedures. There can be no assurance, however, that these efforts will be successful or that we will be able to fully remediate the material weaknesses within our expected timeframe. Furthermore, we may in the future identify additional deficiencies in our internal control over financial reporting that may also constitute significant deficiencies or material weaknesses. Failure to remediate existing material weaknesses or to prevent new ones from arising could impair our ability to accurately and timely report our financial results, which may result in loss of investor confidence and potential legal or regulatory consequences.

General Risk Factors

●

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.

viii

PART I

Item 1. Business.

Introduction

We are a blank check company formed on April 19, 2021 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, which we refer to throughout this Annual Report as our initial business combination.

We have generated no revenues to date, and we do not expect that we will generate operating revenues at the earliest, until we have completed our initial business combination. While we may pursue a business combination target in any business or industry and across any geographical region, and have historically focused our search on technology-based healthcare businesses that are domiciled in Israel that carry out all or a substantial portion of their activities in Israel or that have some other significant Israeli connection, since the closing of the sponsor alliance (as discussed and defined below under “Recent Developments - Sponsor Alliance”), and the appointment of new directors to the board and a new management team, we altered the focus of our search to emerging technology companies globally, and particularly those in the renewables sector. The current sponsor of our company is ARWM Inc Pte. Ltd.

Initial Public Offering

On November 2, 2021, we completed our initial public offering of 12,650,000 units, amounting to $10 per unit for a total of $126,500,000, with each unit consisting of one Cactus Class A ordinary share (12,650,000 total shares) and one-half of one Cactus public warrant (6,250,000 total public warrants). Each whole Cactus warrant entitles the holder thereof to purchase one Cactus Class A ordinary share at a price of $11.50 per share. An additional $2,530,000 was invested by the initial sponsor for the benefit of the public shareholders to preserve a redemption value of $10.20. Cactus raised total gross proceeds of $129,030,000 in the IPO, and a total of $129,030,000 was deposited into the Trust Account. Concurrently with the closing of the initial public offering, Cactus completed the private sale of 4,866,667 private warrants to its initial sponsor, Cactus Healthcare Management LP, at a purchase price of $1.50 per private placement warrant, generating aggregate gross proceeds of $7,300,000 for Cactus working capital and IPO-related closing costs. A Cactus private warrant entitles the holder to purchase one Cactus Class A ordinary share at an exercise price of $11.50 per share.

Prior to the consummation of the IPO, in May 2021, the initial sponsor purchased 2,875,000 founders shares in Cactus for an aggregate purchase price of $25,000, or approximately $0.009 per share. In October 2021, Cactus effected a stock share dividend of 0.1 shares for each founder share outstanding, resulting in an aggregate of 3,162,500 founder shares outstanding and held by the sponsor.

Founder Share Conversion

On May 30, 2023, we held an extraordinary general meeting (the “articles amendment meeting”). At the articles amendment meeting, our shareholders approved, by way of special resolution, a proposal to amend the amended and restated memorandum and articles of association to provide that the existing restriction under the amended and restated memorandum and articles of association that prevents the issuance of additional shares that would vote together with the publicly-held Class A ordinary shares on a proposal to approve our initial business combination will not apply to the issuance of Class A ordinary shares upon conversion of Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from our trust account. The requisite voting majority was achieved for approval.

On October 24, 2023, our original sponsor converted 3,162,499 of the 3,162,500 founders shares from Class B ordinary shares to Class A ordinary shares, leaving only 1 Class B ordinary share outstanding.

Sponsor Alliances

On February 9, 2024, our first sponsor, Cactus Healthcare Management, L.P. (“Cactus LP”), entered into a sponsor securities purchase agreement with EVGI Limited (“EVGI”), our second sponsor, pursuant to which, on February 23, 2024, Cactus LP transferred to EVGI 80% of the securities of the Company owned by Cactus LP prior to the transaction. As part of the closing, a change in management and the board of directors was implemented.

On April 29, 2024, a subsequent sponsor securities purchase agreement was executed between EVGI, our second sponsor, and ARWM Pte Limited (ARWM”), our third sponsor, pursuant to which, on May 16, 2024, EVGI transferred to ARWM 100% of the Cactus securities owned by EVGI. As part of the closing, a change in management and the board of directors was implemented.

Business Combination Agreement

On August 29, 2024, we signed a Business Combination Agreement (BCA) with Tembo e-LV B.V. (Tembo), a private company incorporated under the laws of the Netherlands,. Under the BCA, the consideration to be paid to the equity holders of Tembo is $838 million and will be paid entirely in the form of newly issued ordinary shares of new combined company, with each share valued at $10.00. The BCA was entered into by the parties following due diligence and receipt by our board of directors of a fairness opinion from an independent third party. ~~We are advancing activities towards consummating a Business Combination with Tembo.~~

~~Recent~~We confidentially ~~Developments~~submitted a Form F-4 registration statement to the U.S. Securities and Exchange Commission (SEC) on December 29, 2025, in connection with the planned business combination with Tembo, and received a comment letter from the SEC in March 2026. We are in the process of finalizing responses and updating the registration statement. We are targeting a confidential resubmission of the amended Form F-4 during the second half of 2026 and continue to work toward completing the proposed business combination prior to the mandatory liquidation date of November 2, 2026. Completion of the proposed business combination remains subject to SEC review, shareholder approvals, regulatory requirements, and the satisfaction of customary closing items.

~~Delisting~~If a ~~from~~business ~~Nasdaq~~combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. We intend to complete an Initial Business Combination before the mandatory liquidation date, however, there is no guarantee that such an Initial Business Combination will be completed.

~~On October 29, 2024, we received a notice~~ Delisting from ~~the staff of the Listing Qualifications Department of The~~ Nasdaq Stock Market LLC (Nasdaq) stating that because we had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, we were not in compliance with Nasdaq IM 5101-2 and therefore subject to delisting. Trading in our securities on NASDAQ was suspended at the opening of business on November 5, 2024 and trading of our securities on the OTC market commenced on November 6, 2024, under the symbol CCTSFF. The delisting and commencement of trading on OTC does not affect our business combination agreement with Tembo, as both parties continue to work to effectuate the completion of the transaction. The combined company intends to apply for up-listing on the Nasdaq Stock Market in connection with the completion of the business combination.

~~Extension~~On October 29, 2024, we received a notice from the staff of ~~our~~the ~~Combination~~Listing ~~Period~~Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) stating that because we had not completed an initial business combination within 36 months of the effective date of its registration statement in connection with its initial public offering, we were not in compliance with Nasdaq IM 5101-2 ~~Third~~and ~~Extension~~therefore subject to delisting. Trading in our securities on NASDAQ was suspended at the opening of business on November 5, 2024 and trading of our securities on the OTC market commenced on November 6, 2024, under the symbol CCTSF.

OnThe delisting ~~November~~and 1,commencement ~~2024,~~of wetrading ~~held~~on anOTC ~~extraordinary~~does ~~general meeting,~~not ataffect ~~which~~ our ~~shareholders~~business ~~voted~~combination toagreement ~~approve~~with ~~the Third Extension~~Tembo, ~~which~~as ~~extended~~both ~~the~~parties ~~mandatory liquidation date from November 2,~~continue ~~2024~~ to ~~November~~work 2,to ~~2025.~~effectuate Athe ~~total~~completion of ~~1,148,799 Class A ordinary shares were redeemed in connection with~~ the ~~Third~~transaction. ~~Extension,~~The ~~resulting in~~combined ~~3,926,071~~company ~~Class~~intends Ato ~~ordinary~~apply ~~shares~~for ~~outstanding, consisting of 763,572 publicly~~up-~~held~~listing ~~Class~~on Athe ~~ordinary~~Nasdaq ~~shares~~Stock ~~and 3,162,499 founders shares.~~Market ~~Accordingly,~~in onconnection ~~November~~with ~~13, 2024, $13,389,826 was distributed from~~ the ~~Trust~~completion ~~Account~~of to the ~~shareholders~~business ~~who redeemed their shares~~combination.

On October 29, 2024, we and ARWM Inc Pte. Ltd. (our current Sponsor), entered into a non-redemption agreement (NRA) with an unaffiliated third party (the “Non-Redeeming Shareholder”). Pursuant to the NRA, the Non-Redeeming Shareholder agreed not to redeem (or to validly rescind any redemption requests with respect to) an aggregate of 500,000 publicly-held Class A ordinary shares of the Company (“Non-Redeemed Shares”) in connection with the shareholder vote on the Articles Extension Proposal. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Sponsor agreed to transfer an aggregate of 125,000 founder shares held by it to the Non-Redeeming Shareholder immediately following, and subject to, consummation of an initial business combination. To the extent that a business combination does not close by May 2~~, 2025, the Sponsor agreed to transfer an additional 25,000 founder shares held by it per month beginning on May 3, 2025 and ending on October 2, 2025 (up to 150,000 founder shares).~~

~~Promissory Note~~Recent Developments

~~On March 25, 2024, the Company issued an unsecured~~Extension ~~promissory note to Energi Holding Limited (the “Lender”) , not a related party, with a principal amount up to $600,000 (the “Note”). The Note is repayable in full upon the earlier~~ of ~~(a)~~our ~~November~~Combination 1,Period ~~2024,~~– ~~(b)~~Fourth the date of the consummation of the Company’s initial business combination or (c) the date of the liquidation of the Company (such earlier date, the “Maturity Date”). The Note bears no interest, however, an establishment fee, a line fee and an exit fee totaling in aggregate 9.0% per annum, are payable on the Maturity Date.Extension

On October 31, 2025, we held an extraordinary general meeting (the “Fourth Extension Meeting), at which our shareholders voted to approve the Fourth Extension, which extended the mandatory liquidation date from November 2, 2025 to November 2, 2026. A total of 711,333 Class A ordinary shares were redeemed in connection with the Fourth Extension, resulting in 3,214,738 Class A ordinary shares outstanding, consisting of 52,239 publicly-held Class A ordinary shares and 3,162,499 founders shares. Accordingly, on November 21, 2025, $8,676,000 was distributed from the Trust Account to the shareholders who redeemed their shares.

~~On March 25, 2024, the Lender advanced $600,000 to~~Promissory ~~the Company under the~~ Note. If the Company does not consummate an initial business combination by the Maturity Date, the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

WeOn May ~~signed~~19, a2026, ~~Note~~we ~~extension~~issued ~~with~~an ~~the~~unsecured ~~lender~~promissory note to ~~extend the~~TAG ~~Maturity~~INTL ~~Date~~DMCC, ~~from~~a ~~November~~company 1,incorporated ~~2024~~in toUnited ~~November~~Arab 2Emirates, ~~2025.~~an ~~All~~unrelated ~~other~~party, with ~~terms~~a principal amount of $300,000 (the “Note”). ~~remain~~The ~~unchanged~~Note, bywhich ~~the~~was ~~Note~~funded ~~extension~~on May 26, 2026, and bears interest at 12% per annum, is repayable in full on or prior to May 19, 2027.

Industry Opportunity

We intend to acquire a high-quality growth business or asset that can generate attractive, risk-adjusted returns for stockholders. ToOur ~~that end, our~~ acquisition and value creation strategy is to identify, acquire and, after our initial business combination, enhance the growth of a company in the clean and sustainable energy industry that complements the experience and expertise of our new management team, our board members and our advisors. Our selection process leverages our team’s extensive global network of relationships, deep industry knowledge across multiple geographies, transaction execution experience and deal sourcing capabilities that provide access to a broad spectrum of acquisition opportunities.

Our goal is to identify and pursue businesses that participate in the global energy transition ecosystem that are facilitating the way that energy is produced, stored, transmitted, distributed and consumed, all while reducing or mitigating greenhouse gas emissions. We focus on companies that serve key and evolving segments in the clean energy ecosystem, including those involved in carbon, hydrogen, sustainable agriculture, and renewable energy, which are becoming increasingly intertwined. Additional areas of focus include, but are not limited to, energy storage, distributed energy, zero-emission transportation, carbon utilization, low or carbon-free industrial applications and sustainable manufacturing.

We believe that clean energy and sustainability solutions are revolutionizing many traditional industries and creating numerous investment opportunities which are soundly driven by important long-term global trends, such as the cost of carbon emissions, regulatory incentive programs, and consumers’ increasing value placed on clean energy products and services, in addition to advancements in technology providing for more cost-effective solutions and alternatives to fossil fuels. We believe that the regulatory frameworks incentivizing the adoption of sustainable practices and technologies will become increasingly favorable to the sectors that we are targeting. These trends provide long-term benefits for companies that develop and distribute services and products that take part of an integrated approach to the continued decarbonization of the economy.

Our team is uniquely positioned to source and evaluate deals globally. We believe that our expertise and experience in major worldwide markets allow us to source and compare targets across markets, offering us the broadest pool of targets and the possibility to maximize returns. In addition to attractive targets in the U.S. and other developed markets, we have access to companies in other world markets which offer, in some cases, highly attractive growth prospects at more advantageous valuation multiples. Our team also has access to proprietary opportunities across the globe within the clean and sustainable energy space that can be leveraged to drive value. Our management team is unique in that we have executives that have operated across continents and have team members on the ground in multiple jurisdictions, enabling us to identify and evaluate rapidly growing businesses at an early stage. Our management team also has access to proprietary global deal flow from our family office and other investor relationships. Additionally, members of our management team have exceptional regulatory backgrounds and insights.

Our team has a demonstrated extensive track record of value creation and enhancement with clean and sustainable energy. Our team’s experience, resources and track record includes founding successful startups across multiple industries, venture capital investing and startup advisory, sustainable infrastructure project development, financing and execution, acquiring and integrating private investment companies, financial institution assets and taking them public, and international expansion.

We believe that our team has the experience, resources and track record to execute a successful transaction, the operational expertise to navigate the financial regulatory landscape and an understanding of purchasing, integrating and growing clean energy assets. We understand value at each stage of the financial life cycle, allowing us to evaluate not only what transactions make sense, but also those on which we should pass.

The following differentiated value propositions will allow us to bring to the public market a highly attractive business:

	●	successful investment and M&A track record across public and private markets;
	●	established deep relationships and insights within private equity and clean energy sectors globally;
	●	proven experience in consummating transactions;
	●	operational expertise to add value and help grow and optimize businesses post-acquisition;
	●	decades of experience in clean energy and technology investing;
	●	sustainable infrastructure project development and execution;
	●	leadership team;
	●	proprietary deal flow; and
	●	comprehensive set of competencies in clean energy, decarbonization and other energy transition investment themes.

Effecting Our Initial Business Combination

General

We are not presently engaged in, and we will not engage in, any operations until our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering, a private placement at the time of the business combination closing, our capital stock, debt or a combination of these as the consideration to be paid in our initial business combination.

Accordingly, ~~stockholders~~ stockholders are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, ~~but~~ but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of ~~undertaking~~ undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be financially ~~unstable~~ unstable or in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

Sources of Target Businesses

We believe based on our management’s business knowledge and past experience that there are numerous potential candidates available. Our principal means of identifying potential target businesses is through the extensive contacts and relationships of our sponsor, initial stockholders, officers and directors. While our officers and directors are not required to commit any specific amount of time in identifying or performing due diligence on potential target businesses, our officers and directors believe that the relationships they have developed over their careers and their access to our sponsor’s contacts and resources will generate a number of potential business combination opportunities that will warrant further investigation. Target business candidates are also brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses we are targeting.

Our officers and directors must present to us all target business opportunities that have a fair market value of at least 80% of the assets held in our trust account at the time of the agreement to enter into the initial business combination, subject to any pre-existing fiduciary or contractual obligations. We may engage the services of professional firms or other individuals that specialize in business acquisitions on a formal basis, 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. In no event, however, will our sponsor, initial stockholders, officers, directors or their respective affiliates be paid any compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is) other than the payment of consulting, success or finder fees in connection with the consummation of our initial business combination, the repayment of the IPO promissory note described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” and reimbursement of any out-of-pocket expenses. Our audit committee will review and approve all reimbursements and payments made to our sponsor, officers, directors or our or their respective affiliates, with any interested director abstaining from such review and approval.

4We are not restricted from entering into an agreement or transaction with a target business that is affiliated with any of our officers, directors or sponsor, and may do so if (i) such transaction is approved by a majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of view.

We are not restricted from entering into an agreement or transaction with a target business that is affiliated with any of our officers, directors or sponsor, and may do so if (i) such transaction is approved by a majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated stockholders from a financial point of view.4

Significant ~~Activities~~ Activities since Inception

On November 2, 2021, we consummated the closing of our initial public offering, selling 12,650,000 units to the public and generating aggregate gross proceeds of $126,500,000 for us. Each unit consists of one Class A ordinary share and one-half redeemable warrant, each warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share.

Substantially concurrent with the closing of the IPO, we completed the private sale of 4,866,667 private warrants to our original sponsor at a purchase price of $1.50 per private warrant, generating aggregate gross proceeds of $7,300,000 for us.

Following the respective closings, a total of $129,030,000 was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Our units commenced trading on the Nasdaq Global Market on November 2, 2021 under the symbol “CCTSFU”.” AsBeginning of December 30, 2021, holders of the units sold in our initial public offering ~~could~~were ~~begin~~permitted to ~~elect to~~ separately trade the Class A ordinary shares and warrants included in the units. Following our delisting from Nasdaq on November 5, 2024, our Class A ordinary shares, warrants and units are now quoted on the OTC Pink Market under the symbols “CCTSFF” “CTSWF” and “CTSUF”, respectively.

~~Status~~Following the delisting of ~~Our~~our ~~Initial~~securities ~~Business~~from ~~Combination~~Nasdaq on November 5, 2024, our Class A ordinary shares, warrants and units were quoted on the OTC Pink Market. Since April 15, 2026, our Class A ordinary shares, warrants and units have been quoted on the OTC Expert Market under the symbols “CCTSF,” “CTSWF” and “CTSUF,” respectively.

~~On August 29, 2024, we entered~~Status ~~into~~of aOur ~~definitive~~Initial Business Combination Agreement (the “BCA”) with Tembo e-LV B.V. (“Tembo”), Tembo Holdco N.V. (“Holdco”), CCTSF Merger Sub Inc. (“Merger Sub”), and VivoPower International PLC (“VivoPower”). The BCA outlines a multi-step transaction pursuant to which Holdco will become a publicly traded company on the Nasdaq Stock Market.

~~Under~~On August ~~the~~29, ~~terms~~2024, ofwe entered into a definitive Business Combination Agreement (the “BCA:”) with Tembo e-LV B.V. (“Tembo”), Tembo Holdco N.V. (“Holdco”), CCTSF Merger Sub Inc. (“Merger Sub”), and VivoPower International PLC (“VivoPower”). The BCA outlines a multi-step transaction pursuant to which Holdco will become a publicly traded company on the Nasdaq Stock Market.

●Under the ~~Company~~terms ~~Share Exchange: All outstanding shares~~ of Tembo will be contributed to Holdco in exchange for newly issued Holdco ordinary shares. ● Corporate Reorganization: Holdco will convert from a Dutch private limited liability company (B.V.) to a public limited liability company (N.V.). ● Merger: Merger Sub will merge with and into CCTSF, with CCTSF surviving as a wholly owned subsidiary of Holdco. Each outstanding Class A ordinary share of CCTSF not redeemed by public shareholders will be exchanged for one Holdco ordinary share. ● Nasdaq Listing: Following the ~~closing, Holdco will apply to Nasdaq for its ordinary shares to be listed on Nasdaq under a new ticker symbol.~~BCA:

~~The~~● ~~BCA~~Company ~~includes~~Share ~~governance provisions,~~Exchange: ~~including~~All ~~board~~outstanding ~~representation~~shares of Tembo will be contributed to Holdco in exchange for newly issued Holdco ordinary shares. ● Corporate Reorganization: Holdco will convert from ~~both~~a ~~the~~Dutch ~~Tembo~~private limited liability company (B.V.) to a public limited liability company (N.V.). ● Merger: Merger Sub will merge with and into CCTSF, ~~sponsor~~with ~~groups~~CCTSF ~~and~~surviving ~~customary~~as ~~lock-up~~a ~~arrangements~~wholly ~~restricting the~~owned ~~resale~~subsidiary of Holdco. ~~shares~~Each ~~following~~outstanding ~~closing~~Class A ordinary share of CCTSF not redeemed by public shareholders will be exchanged for one Holdco ordinary share. ~~The~~● ~~transaction~~Nasdaq isListing: ~~structured~~Following the closing, Holdco will apply to ~~qualify~~Nasdaq asfor aits ~~tax-free~~ordinary ~~reorganization~~shares ~~under~~to ~~Section~~be ~~351 of~~listed ~~the~~on ~~U.S.~~Nasdaq ~~Internal~~under ~~Revenue~~a ~~Code~~new ticker symbol.

InThe BCA ~~connection~~includes ~~with~~governance ~~the BCA~~provisions, ~~key~~ ~~shareholders~~including ofboard representation from both the Tembo and CCTSF ~~have~~sponsor ~~entered~~groups ~~into~~and ~~Investor~~customary ~~Support~~lock-up arrangements ~~Agreements,~~restricting ~~agreeing~~the toresale ~~vote~~of inHoldco ~~favor~~shares offollowing ~~the~~closing. ~~proposed~~The transaction ~~and~~ tois ~~refrain~~structured ~~from~~to ~~exercising~~qualify ~~redemption~~as ~~rights.~~a ~~Additionally, the parties executed lock~~tax-upfree ~~agreements and an Investor Rights Agreement~~reorganization ~~providing~~under ~~customary~~Section ~~registration~~351 ~~rights~~of ~~for~~the ~~certain~~U.S. ~~Holdco~~Internal ~~shareholders~~Revenue Code.

~~The~~In connection ~~closing~~with the BCA, key shareholders of ~~the~~both ~~business combination~~Tembo ~~remains~~and ~~subject~~CCTSF tohave ~~regulatory~~entered ~~approvals~~into Investor Support Agreements, ~~including~~agreeing ~~SEC~~to ~~clearance~~vote in favor of the ~~Form~~proposed ~~F-4~~transaction ~~registration~~and ~~statement~~to refrain from exercising redemption rights. Additionally, the ~~completion~~parties ofexecuted lock-up agreements ~~financial~~and ~~audits~~an ~~under~~Investor ~~PCAOB~~Rights ~~standards,~~Agreement ~~shareholder~~providing ~~approvals,~~customary ~~and~~registration ~~other~~rights ~~customary~~for ~~conditions~~certain Holdco shareholders.

5We confidentially submitted a Form F-4 registration statement to the U.S. Securities and Exchange Commission (SEC) on December 29, 2025, in connection with its planned business combination with Tembo, and received a comment letter from the SEC in March 2026. We are in the process of finalizing responses and updating the registration statement. We are targeting a confidential resubmission of the amended Form F-4 during the second half of 2026 and continue to work toward completing the proposed business combination prior to the mandatory liquidation date of November 2, 2026. Completion of the proposed business combination remains subject to SEC review, shareholder approvals, regulatory requirements, and the satisfaction of customary closing items.

~~Financial Position~~5

~~With funds available~~Financial in our trust fund in an amount of $9,080,000 (as of April 15, 2025), which amount will be reduced as a result of any redemptions in connection with any future extension meeting and/or a meeting to approve a business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations, or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, given the significant percentage of our public shareholders that have elected to redeem their shares in connection with our first extension meeting, second extension meeting, third extension meeting, and our article amendment meeting, and may elect to redeem at a meeting to approve a business combination, thereby reducing our cash resources, we likely will need to secure third party financing in order to successfully effect such a business combination and there can be no assurance that it will be available to us on terms acceptable to us or at all.Position

~~Fair~~With funds ~~Market~~available ~~Value~~in our trust fund in an amount of ~~Target~~$648,000 ~~Business~~(as of May 31, 2026 ), which amount will be reduced as a result of any redemptions in connection with any future extension meeting and/or a meeting to approve a business combination, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations, or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, given the significant percentage of our public shareholders that have elected to redeem their shares in connection with our first extension meeting, second extension meeting, third extension meeting, fourth extension meeting, and our article amendment meeting, and may elect to redeem at a meeting to approve a business combination, thereby reducing our cash resources, we likely will need to secure third party financing in order to successfully effect such a business combination and there can be no assurance that it will be available to us on terms acceptable to us or at all.

~~Prior to our delisting, Nasdaq~~Fair ~~listing~~Market ~~rules~~Value ~~required that the target business or businesses we acquired collectively have a fair market value equal to at least 80%~~ of ~~the~~Target balance of the funds in our trust account (excluding taxes payable on income earned on the trust account) at the time of executing a definitive agreement for an initial business combination. As we are no longer listed on Nasdaq, we are no longer required to meet this 80% fair market value test as a listing standard. Nevertheless, our board of directors continues to apply customary valuation practices in connection with our pending business combination.Business

OnPrior to ~~August~~our 29delisting, ~~2024,~~Nasdaq listing rules required that the target business or businesses we ~~entered into~~acquired collectively have a ~~definitive~~fair ~~Business~~market ~~Combination~~value equal ~~Agreement~~to ~~with~~at ~~Tembo~~least ~~e-LV~~80% ~~B.V.,~~of ~~under~~the ~~which~~balance weof ~~will~~the ~~complete~~funds ain ~~multi-step~~our ~~transaction~~trust ~~that~~account ~~includes~~(excluding taxes payable on income earned on the trust account) at the time of executing a ~~merger~~definitive ~~and~~agreement ~~share~~for ~~exchange~~an initial business combination. ~~While~~As we ~~previously~~are ~~considered~~no ~~multiple~~longer ~~transaction~~listed ~~structures~~on Nasdaq, ~~the~~we ~~terms~~are ofno longer ~~the~~required ~~Business~~to ~~Combination~~meet ~~Agreement provide~~this ~~for~~80% ~~the~~fair ~~merger~~market ofvalue ~~Merger~~test ~~Sub~~as ~~with~~a ~~and~~listing ~~into~~standard. ~~CCTSF~~Nevertheless, ~~and~~our ~~the~~board ~~exchange~~ of ~~Class~~directors Acontinues ~~ordinary~~to ~~shares~~apply customary ~~for~~valuation ~~Holdco~~practices ~~ordinary~~in ~~shares~~connection with our pending business combination.

~~In connection with the Business~~On ~~Combination~~August ~~Agreement~~29, ~~our~~2024, ~~board~~we ofentered ~~directors~~into ~~reviewed~~a ~~the~~definitive ~~financial~~Business ~~condition~~Combination ~~and~~Agreement ~~valuation~~with of Tembo, ~~including~~e-LV ~~an independent fairness opinion~~B. ~~Specifically~~V., ~~CCTSF~~under ~~engaged~~which ~~Gemini~~we ~~Valuation~~will ~~Services,~~complete ~~LLC~~a ~~(“GVS”)~~multi-step transaction tothat ~~provide~~includes a ~~fairness~~merger ~~opinion~~and ~~regarding~~share ~~the proposed transaction~~exchange. ~~GVS~~While ~~reviewed~~we ~~Tembo’s~~previously ~~financial~~considered ~~statements,~~multiple ~~internal~~transaction ~~projections~~structures, ~~comparable~~the ~~company~~terms ~~analyses,~~of ~~and held discussions~~the ~~with~~Business ~~Tembo’s~~Combination ~~senior~~Agreement ~~management.~~provide ~~Based~~for onthe ~~its~~merger ~~analysis,~~of ~~GVS~~Merger ~~concluded~~Sub ~~that~~with ~~the~~and ~~consideration~~into toCCTSF beand ~~paid in~~ the ~~business~~exchange ~~combination is fair, from a financial point~~ of ~~view,~~Class toA ~~CCTSF~~ordinary ~~and~~shares ~~its~~for Holdco ~~security~~ordinary ~~holders~~shares.

~~The~~In connection ~~proxy~~with ~~materials~~the orBusiness ~~registration~~Combination Agreement, our board of directors reviewed the financial condition and valuation of Tembo, including ~~statement~~an ~~(Form~~independent ~~F-4)~~fairness ~~being~~opinion. ~~prepared~~Specifically, inCCTSF ~~connection~~engaged ~~with~~Gemini ~~the~~Valuation ~~transaction~~Services, ~~will~~LLC ~~include~~(“GVS”) ~~further~~to ~~information~~provide a fairness opinion regarding the proposed transaction. GVS reviewed Tembo’s financial ~~analysis~~statements, internal projections, comparable company ~~performed~~analyses, byand ~~GVS~~held discussions with Tembo’s senior management. Based on its analysis, asGVS ~~well~~concluded asthat the ~~full~~consideration ~~fairness~~to ~~opinion~~be paid in the business combination is fair, from a financial point of view, to CCTSF and its security holders.

~~Lack~~We confidentially ofsubmitted ~~Business~~a ~~Diversification~~Form F-4 registration statement to the U.S. Securities and Exchange Commission (SEC) on December 29, 2025, in connection with its planned business combination with Tembo, which included further information regarding the financial analysis performed by GVS, as well as the full fairness opinion.

We received ~~expect~~a tocomment ~~complete~~letter ~~our~~from ~~business~~the ~~combination with~~SEC ~~just~~in ~~one~~March ~~business,~~2026 ~~Tembo~~and ~~e-LV~~are ~~B.V.~~in ~~Therefore,~~the process of finalizing responses and updating the ~~prospects~~registration ~~for~~statement. We ~~our~~are ~~success~~targeting ~~will~~a ~~likely~~confidential ~~depend~~resubmission ~~entirely~~of onthe amended Form F-4 during the ~~future~~second ~~performance~~ half of ~~this~~2026 ~~one~~and ~~business.~~continue ~~Unlike~~to ~~entities~~work ~~with~~toward completing the ~~resources~~proposed business combination prior to ~~diversify~~the ~~operations~~mandatory ~~across~~liquidation ~~multiple~~date ~~businesses~~of orNovember ~~industries~~2, we2026. ~~will~~Completion ~~initially be~~of ~~reliant~~the onproposed ~~Tembo’s~~ business ~~operations,~~combination remains ~~and~~subject weto ~~will~~SEC ~~not~~review, ~~benefit~~shareholder ~~from~~approvals, ~~the~~regulatory ~~potential~~requirements, toand ~~spread~~the ~~risk~~satisfaction ~~across~~of ~~multiple~~customary ~~unrelated~~closing ~~business lines.~~items

~~As a result, our lack~~ Lack of ~~diversification~~Business ~~may:~~Diversification

●We expect ~~subject~~to uscomplete toour ~~numerous~~business ~~economic,~~combination ~~competitive~~with just one business, ~~and~~Tembo ~~regulatory~~e-LV ~~developments~~B.V. ~~that~~Therefore, ~~could~~the ~~have~~prospects afor ~~significant~~our ~~adverse~~success ~~impact~~will likely depend entirely on the ~~specific~~future ~~industry~~performance inof ~~which~~this ~~Tembo~~one ~~operates~~business. ~~following~~Unlike entities with the ~~business~~resources ~~combination;~~to ~~and~~diversify ●operations ~~result~~across inmultiple businesses ~~our~~or ~~dependency~~industries, onwe ~~the~~will ~~success~~initially ofbe reliant on Tembo’s business, ~~products~~operations, and ~~services,~~we ~~and~~will not benefit from the ~~market~~potential to ~~acceptance~~spread ~~thereof~~risk across multiple unrelated business lines.

~~Limited~~As a ~~Ability~~result, toour ~~Evaluate~~lack ~~the~~of ~~Target~~diversification ~~Business’ Management~~may:

~~Although~~● wesubject ~~conducted~~us ~~due~~to ~~diligence~~numerous oneconomic, ~~the~~competitive, ~~management of~~and ~~Tembo~~regulatory ~~e-LV~~developments ~~B.V.~~that incould ~~connection~~have ~~with~~a ~~the~~significant ~~evaluation~~adverse ofimpact on the ~~business~~specific ~~combination,~~industry wein ~~cannot~~which ~~assure~~Tembo ~~you~~operates ~~that~~following ~~our~~the ~~assessment~~business ofcombination; ~~Tembo’s management~~and ~~will~~● ~~prove~~result toin beour ~~accurate.~~dependency Inon ~~addition,~~the wesuccess ~~cannot~~of ~~guarantee that~~ Tembo’s ~~management team will possess all of the necessary skills~~business, ~~qualifications~~products, orand ~~experience~~services, toand ~~operate a public company listed on Nasdaq following~~ the ~~completion~~market ofacceptance ~~the business combination~~thereof.

6Limited Ability to Evaluate the Target Business’ Management

~~The~~Although we ~~future~~conducted ~~role~~due ofdiligence ~~our~~on ~~current~~the ~~officers~~management ~~and~~of ~~directors, if~~Tembo ~~any,~~e-LV B.V. in ~~the~~connection ~~combined~~with ~~company~~the ~~following~~evaluation of the business combination, ~~has~~we ~~not~~cannot assure ~~been~~you ~~determined. While it is possible~~ that ~~some of~~ our ~~key personnel~~assessment ~~may~~of ~~remain~~Tembo’s ~~associated~~management ~~with~~will ~~the~~prove ~~combined~~to ~~company~~be inaccurate. ~~senior~~In ~~management or advisory positions~~addition, ~~they~~we ~~are~~cannot ~~not~~guarantee ~~expected~~that ~~to devote~~Tembo’s ~~their~~management ~~full-time~~team ~~efforts~~will topossess ~~its~~all ~~operations. Any continued involvement~~ of ~~our key personnel would be subject to~~ the ~~negotiation~~necessary ofskills, ~~separate employment~~qualifications, or ~~consulting~~experience ~~agreements~~to ~~with~~operate ~~the~~a ~~combined~~public company. ~~Such~~listed ~~negotiations,~~on ifNasdaq following ~~pursued, may occur in parallel with~~ the completion of the business combination ~~and could result in compensation in the form of cash and/or equity awards~~.

Although the personal or financial interests of our key personnel may influence their motivation in identifying and selecting a target business, we have determined that their ability to remain with the company post-combination was not a determinative factor in proceeding with the proposed business combination with Tembo.6

~~Additionally,~~The future ~~while~~role ~~Tembo’s~~of ~~incumbent~~our ~~management is~~current ~~expected~~officers toand ~~lead~~directors, if any, in the combined company following the business combination, wehas ~~cannot~~not ~~assure~~been ~~you~~determined. While ~~that~~it ~~they~~is ~~will~~possible bethat ~~successful~~some inof ~~operating the~~our ~~business~~key aspersonnel amay ~~public~~remain ~~company.~~associated ~~Furthermore,~~with the combined company ~~may~~in ~~seek~~senior tomanagement ~~recruit~~or ~~additional~~advisory positions, ~~executives~~they are not expected to ~~supplement~~devote ~~Tembo’s existing~~their ~~leadership~~full-time ~~team,~~efforts ~~but~~to ~~there~~its ~~can~~operations. beAny nocontinued ~~assurance~~involvement ~~that~~of weour ~~will~~key personnel would be ~~able~~subject to ~~attract~~the ornegotiation ~~retain~~of ~~such~~separate ~~individuals~~employment or ~~that~~consulting ~~any~~agreements ~~additional~~with the combined company. Such negotiations, if ~~managers~~pursued, ~~recruited~~may ~~will~~occur ~~possess~~in parallel with the ~~skills~~completion of the business combination and ~~expertise~~could ~~needed~~result toin ~~enhance~~compensation in the ~~combined~~form ~~company’s~~of ~~performance~~cash and/or equity awards.

~~Shareholders~~Although the ~~May~~personal ~~Not~~or ~~Have~~financial ~~the~~interests ~~Ability~~of our key personnel may influence their motivation in identifying and selecting a target business, we have determined that their ability to ~~Approve~~remain with the company post-combination was not a determinative factor in proceeding with the anproposed ~~Initial~~business ~~Business~~combination ~~Combination~~with Tembo.

~~In connection with any proposed business combination~~Additionally, wewhile ~~will~~Tembo’s ~~either~~incumbent ~~(i)~~management ~~seek~~is ~~shareholder~~expected ~~approval of our initial business combination at a general meeting called for such purpose at which shareholders may seek~~ to ~~convert~~lead ~~their~~the ~~shares,~~combined ~~regardless~~company offollowing ~~whether they vote for or against~~ the ~~proposed~~ business combination ~~or do not vote at all~~, ~~into~~we ~~their~~cannot ~~pro~~assure you ~~rata~~that ~~share~~they ofwill ~~the~~be ~~aggregate~~successful ~~amount then on deposit~~ in ~~our~~operating ~~trust account (net of taxes payable), or (ii) provide our shareholders with~~ the ~~opportunity~~business toas ~~sell their shares to us by means of~~ a ~~tender~~public ~~offer~~company. ~~(and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in our trust account (net of taxes payable)~~Furthermore, ~~in each case subject to~~ the ~~limitations~~combined ~~described~~company ~~herein.~~may ~~The~~seek ~~decision as~~ to ~~whether we will seek shareholder approval of a~~recruit ~~proposed~~additional ~~business~~executives ~~combination or will allow shareholders~~ to ~~sell~~supplement ~~their~~Tembo’s ~~shares~~existing toleadership ~~us in a tender offer will be made by us~~team, ~~solely~~but inthere ~~our discretion,~~can ~~and will~~ be ~~based~~no onassurance athat ~~variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If~~ we ~~determine to engage in a tender offer, such tender offer~~ will be ~~structured~~able ~~so that~~to ~~each shareholder may tender all of his, her~~ attract or ~~its~~retain ~~shares~~such ~~rather~~individuals ~~than some pro rata portion of his, her~~ or ~~its shares. In~~ that ~~case, we~~any ~~will~~additional ~~file~~managers ~~tender~~recruited ~~offer documents with the SEC, which~~ will ~~contain~~possess ~~substantially~~ the ~~same~~skills ~~financial~~ and ~~other~~expertise ~~information~~needed ~~about~~to ~~the initial~~enhance ~~business combination as is required under~~ the ~~SEC~~combined company’s ~~proxy rules~~performance. Whether we seek shareholder approval or engage in a tender offer, we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the business combination.

~~We chose our net tangible asset threshold of $5,000,001~~Shareholders ~~under~~May ~~our~~Not ~~amended~~Have ~~and restated memorandum and articles of association to ensure that we would avoid being subject to Rule 419 promulgated under~~ the ~~Securities~~Ability ~~Act of 1933, as amended. However, if we seek~~ to ~~consummate~~Approve an ~~initial~~Initial ~~business~~Business combination and do not believe that we will comply with the $5,000,001 threshold (due to redemptions of shares or otherwise), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to eliminate that threshold as part of the approval of the business combination. We may, in the alternative, agree with a target business on a working capital closing condition or other condition that requires us to have a minimum amount of funds available from our trust account upon consummation of such initial business combination in an amount that causes us to exceed $5,000,001 in net tangible assets either immediately prior to or upon consummation of the business combination. Any such minimum cash condition may force us to seek third party financing, which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the combination period, if at all. Public shareholders who have not redeemed their shares in connection the first extension meeting, the second extension meeting or the articles amendment meeting may have to wait until the end of the combination period, or November 2, 2025, in order to be able to receive a pro rata share of our trust account. Our sponsor shareholders, officers and directors have agreed (i) to vote any ordinary shares owned by them in favor of any proposed business combination, (ii) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination, and (iii) not sell any ordinary shares in any tender in connection with a proposed initial business combination.Combination

~~None~~In connection with any proposed business combination, we will either (i) seek shareholder approval of our ~~officers,~~initial ~~directors,~~business ~~sponsor~~combination ~~shareholders~~at ora ~~their~~general ~~affiliates~~meeting ~~indicated~~called ~~any~~for ~~intention~~such topurpose ~~purchase~~at ~~Class~~which Ashareholders ~~ordinary~~may seek to convert their shares, ~~from~~regardless ~~public~~of ~~shareholders~~whether inthey vote for or against the ~~open~~proposed ~~market~~business combination or indo ~~private transactions.~~not ~~However~~vote at all, into their pro rata share of the aggregate amount then on deposit in ~~connection~~our trust account (net of taxes payable), or (ii) provide our shareholders with athe ~~meeting~~opportunity to ~~approve~~sell their shares to us by means of a ~~proposed~~tender ~~business~~offer ~~combination,~~(and ifthereby avoid the need for a ~~significant~~shareholder ~~number~~vote) for an amount equal to their pro rata share of ~~shareholders~~the aggregate amount ~~vote,~~then oron ~~indicate~~deposit anin ~~intention~~our totrust ~~vote~~account (net of taxes payable), ~~against~~in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of a proposed business combination or ~~intend~~will allow shareholders to ~~have~~sell their shares ~~redeemed~~to us in a tender offer will be made by us, solely in our ~~officers~~discretion, ~~directors,~~ ~~sponsor~~and ~~shareholders~~will orbe ~~their~~based ~~affiliates~~on ~~could~~a ~~make~~variety of factors such ~~purchases~~as inthe timing of the ~~open~~transaction ~~market~~and orwhether inthe ~~private~~terms ~~transactions~~of inthe ~~order~~transaction would otherwise require us to ~~influence~~seek ~~the~~shareholder ~~vote~~approval. ~~and~~If ~~reduce~~we ~~the~~determine ~~number~~to ofengage ~~redemptions.~~in ~~Notwithstanding~~a ~~the~~tender offer, ~~foregoing~~such tender offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata ~~our~~portion ~~officers~~of his, ~~directors~~her or its shares. In that case, ~~sponsor~~we ~~shareholders~~will ~~and~~file ~~their~~tender ~~affiliates~~offer documents with the SEC, which will ~~not~~contain ~~make~~substantially ~~purchases~~the same offinancial ~~Class~~and Aother ~~ordinary~~information ~~shares~~about ifthe initial business combination as is required under the ~~purchases~~SEC’s proxy rules. Whether ~~violate~~we ~~Section~~seek ~~9(a)(2)~~shareholder approval or ~~Rule~~engage ~~10b-5~~in a tender offer, we will consummate our initial business combination only if we have net tangible assets of ~~the~~at ~~Exchange~~least ~~Act~~$5,000,001 ~~which~~either ~~are~~immediately ~~rules~~prior ~~designed~~ to ~~stop~~or ~~potential~~upon ~~manipulation~~such ofconsummation and, if we seek shareholder approval, a ~~company’s~~majority ~~stock~~of the outstanding ordinary shares voted are voted in favor of the business combination.

7We chose our net tangible asset threshold of $5,000,001 under our amended and restated memorandum and articles of association to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. However, if we seek to consummate an initial business combination and do not believe that we will comply with the $5,000,001 threshold (due to redemptions of shares or otherwise), we may seek shareholder approval to amend our amended and restated memorandum and articles of association to eliminate that threshold as part of the approval of the business combination. We may, in the alternative, agree with a target business on a working capital closing condition or other condition that requires us to have a minimum amount of funds available from our trust account upon consummation of such initial business combination in an amount that causes us to exceed $5,000,001 in net tangible assets either immediately prior to or upon consummation of the business combination. Any such minimum cash condition may force us to seek third party financing, which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the combination period, if at all. Public shareholders who have not redeemed their shares in connection with the first extension meeting, the second extension meeting, third extension meeting, fourth extension meeting, or the articles amendment meeting may have to wait until the end of the combination period, or November 2, 2026, in order to be able to receive a pro rata share of our trust account. Our sponsor shareholders, officers and directors have agreed (i) to vote any ordinary shares owned by them in favor of any proposed business combination, (ii) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination, and (iii) not sell any ordinary shares in any tender in connection with a proposed initial business combination.

~~Redemption~~None of ~~Rights~~our ~~for~~officers, directors, sponsor shareholders or their affiliates indicated any intention to purchase Class A ordinary shares from ~~Public~~public ~~Stockholders~~shareholders ~~upon~~in ~~Completion~~the open market or in private transactions. However, in connection with a meeting to approve a proposed business combination, if a significant number of shareholders vote, or indicate an intention to vote, against the proposed business combination or intend to have their shares redeemed, our ~~Initial~~officers, ~~Business~~directors, ~~Combination~~sponsor shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote and reduce the number of redemptions. Notwithstanding the foregoing, our officers, directors, sponsor shareholders and their affiliates will not make purchases of Class A ordinary shares if the purchases violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

At any additional general meeting called to approve an extension of the combination period or an initial business combination, public shareholders may request that we redeem their shares, regardless of whether they vote for or against the extension or proposed business combination (as applicable) or do not vote at all, and to receive their pro rata share of the aggregate amount then on deposit in our trust account as of two business days prior to an extension meeting or prior to the consummation of the initial business combination (as applicable), less any taxes then due but not yet paid. Alternatively, in the case of approval of the business combination, we may provide our public shareholders with the opportunity to sell their Class A ordinary shares to us through a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in our trust account, less any taxes then due but not yet paid.7

~~Our sponsor shareholders, the other initial shareholders~~Redemption ~~and~~Rights ~~our~~for ~~officers~~Public ~~and~~Stockholders ~~directors~~upon ~~will~~Completion ~~not~~of ~~have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior to~~ our ~~initial~~Initial ~~public~~Business ~~offering or purchased by them in the initial public offering or in the after market.~~Combination

~~We may require public shareholders, whether they~~At ~~are~~any aadditional ~~record~~general ~~holder~~meeting orcalled ~~hold their shares in “street name,”~~ to ~~either~~approve ~~(i)~~an ~~tender~~extension ~~their~~of ~~certificates~~the tocombination ~~our~~period ~~transfer agent~~ or ~~(ii)~~ ~~deliver~~an ~~their~~initial ~~shares~~business tocombination, ~~the~~public ~~transfer~~shareholders may ~~agent~~request ~~electronically~~that ~~using~~we ~~Depository~~redeem ~~Trust~~their ~~Company’s DWAC (Deposit/Withdrawal At Custodian) System~~shares, atregardless ~~the~~of ~~holder’s~~whether ~~option,~~they invote ~~each~~for ~~case~~or ~~prior~~against ~~to a date set forth in~~ the ~~proxy materials sent in connection with the proposal to approve an~~ extension or ~~the~~proposed business combination (as applicable). ~~There~~or isdo anot ~~nominal~~vote ~~cost~~at ~~associated~~all, ~~with~~and ~~the~~to ~~above-referenced~~receive ~~delivery process~~their ~~and~~pro ~~the~~rata ~~act~~share of ~~certificating~~ the ~~shares~~aggregate oramount ~~delivering~~then ~~them~~on ~~through~~deposit ~~the~~in ~~DWAC~~our ~~System.~~trust ~~The transfer agent will typically charge the~~account ~~tendering~~as ~~broker~~of ~~$45.00,~~two ~~and~~business itdays ~~would~~prior ~~be up~~ to ~~the~~an ~~broker~~extension ~~whether~~meeting or ~~not~~prior to ~~pass~~the ~~this~~consummation ~~cost~~of ~~on to~~ the ~~holder.~~initial ~~However,~~business ~~this~~combination ~~fee~~(as ~~would be~~applicable), ~~incurred~~less ~~regardless~~any oftaxes ~~whether~~then ordue but not weyet ~~require~~paid. ~~holders~~Alternatively, ~~seeking~~in tothe ~~exercise~~case ~~redemption~~of ~~rights.~~approval ~~The~~of ~~need~~the tobusiness ~~deliver~~combination, ~~shares~~we ismay aprovide ~~requirement~~our public ofshareholders ~~exercising~~with ~~redemption rights regardless of~~ the ~~timing~~opportunity ofto ~~when~~sell ~~such~~their ~~delivery~~Class ~~must~~A beordinary ~~effectuated.~~shares ~~However,~~to inus ~~the~~through ~~event~~a wetender ~~require~~offer ~~shareholders seeking~~(and tothereby ~~exercise~~avoid ~~redemption~~the ~~rights~~need tofor a doshareholder sovote) ~~prior~~for to an ~~extension~~amount orequal ~~prior~~ to ~~the~~their ~~consummation~~pro ofrata ~~the~~share ~~proposed~~of ~~business combination, and~~ the ~~proposed~~aggregate ~~extension~~amount orthen ~~business~~on ~~combination~~deposit isin ~~not~~our ~~consummated,~~trust ~~and~~account, ~~consequently,~~less ~~redemptions~~any taxes ~~are~~then ~~not~~due ~~this~~but ~~may~~not ~~result~~yet ~~in an increased cost to shareholders~~paid.

~~Any~~Our sponsor ~~proxy~~shareholders, ~~solicitation~~the ~~materials~~other weinitial ~~furnish to~~ shareholders inand ~~connection~~our ~~with~~officers ~~a vote for an extension~~ and ~~for~~directors ~~any proposed business combination~~ will ~~indicate~~not ~~whether we are requiring shareholders to satisfy such certification and delivery requirements. Accordingly, a shareholder would~~ have ~~from~~redemption ~~the~~rights ~~time~~with ~~the~~respect ~~shareholder received our proxy statement up until two business days prior~~ to ~~the scheduled vote on the proposal to approve an extension or business~~any ~~combination~~ordinary ~~to deliver his, her or its~~ shares ifowned heby them, ~~she~~directly or ~~it wishes to seek to exercise his redemption rights. This time period varies depending on the specific facts of each transaction. However~~indirectly, ~~as the delivery process can be accomplished by the shareholder,~~ whether or ~~not~~acquired ~~he,~~prior ~~she~~to orour itinitial ispublic aoffering ~~record holder~~ or ~~his,~~purchased ~~her~~by orthem ~~its shares are held~~ in ~~“street name,” in a matter of hours by simply~~ ~~contacting~~ the ~~transfer~~initial ~~agent~~public oroffering ~~his broker and requesting delivery of his, her~~ or ~~its~~in ~~shares through~~ the ~~DWAC~~after ~~System, we believe this time period is sufficient for an average investor~~market. ~~However, we cannot assure you of this fact.~~

~~Any~~We may ~~request~~require topublic ~~redeem~~shareholders, ~~public~~whether they are a record holder or hold their shares ~~once~~in ~~made~~“street name,” to either (i) tender ~~may~~their becertificates ~~withdrawn~~to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at ~~any~~the ~~time~~holder’s upoption, in each case prior to a date set forth in the ~~vote~~proxy onmaterials sent in connection with the ~~proposed~~proposal to approve an extension or the business combination or(as applicable). There is a nominal cost associated with the ~~expiration~~above-referenced delivery process and the act of certificating the ~~tender~~shares ~~offer~~or delivering them through the DWAC System. ~~Furthermore,~~The iftransfer aagent will typically charge the tendering broker $45.00, and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would be incurred regardless of ~~Class~~whether Aor ~~ordinary~~not ~~shares~~we ~~delivered~~require ~~his~~holders ~~certificate~~seeking into ~~connection~~exercise ~~with~~redemption anrights. ~~election~~The need to deliver shares is a requirement of ~~their~~exercising redemption ~~and~~rights ~~subsequently~~regardless ~~decides~~of the timing of when such delivery must be effectuated. ~~prior~~However, toin the ~~applicable~~event ~~date~~we ~~not~~require toshareholders ~~elect~~seeking to exercise ~~such~~redemption rights, heto ordo ~~she~~so ~~may~~prior ~~simply~~to ~~request~~an ~~that~~extension or prior to the ~~transfer~~consummation of ~~agent~~the ~~return~~proposed business combination, and the ~~certificate (physically~~proposed extension or ~~electronically)~~business combination is not consummated, and, consequently, redemptions are not this may result in an increased cost to shareholders.

IfAny proxy ~~our~~solicitation ~~initial~~materials we furnish to shareholders in connection with a vote for an extension and for any proposed business combination is ~~not~~will ~~completed,~~indicate whether we ~~may~~are ~~continue~~requiring shareholders to ~~try~~satisfy tosuch ~~complete~~certification aand ~~business~~delivery ~~combination~~requirements. ~~with~~Accordingly, a ~~different~~shareholder would ~~target~~have from the time the shareholder received our proxy statement up until two business days prior to the ~~end~~scheduled ofvote on the proposal to approve an extension or business combination to deliver his, her or its shares if he, she or it wishes to seek to exercise his redemption rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or ~~November~~not 2he, ~~2025~~she or it is a record holder or his, ~~unless~~her or its shares are held in “street name,” in a ~~further~~matter ~~extension~~of tohours by simply contacting the ~~combination~~transfer ~~period~~agent isor ~~approved~~his bybroker ~~our~~and ~~shareholders~~requesting indelivery ~~accordance~~of ~~with~~his, ~~our~~her ~~amended~~or its shares through ~~and~~the ~~restated~~DWAC ~~memorandum~~System, ~~and~~we ~~articles~~believe this time period is sufficient for an average investor. However, we cannot assure you of ~~association~~this fact.

8Any request to redeem public shares once made may be withdrawn at any time up to the vote on the proposed business combination or the expiration of the tender offer. Furthermore, if a holder of Class A ordinary shares delivered his certificate in connection with an election of their redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, he or she may simply request that the transfer agent return the certificate (physically or electronically).

~~Redemption~~If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until the end of ~~Public~~the ~~Shares~~combination period, or November 2, 2026, unless a further extension to the combination period is approved by our shareholders in accordance with our amended and ~~Liquidation~~restated ifmemorandum Noand ~~Initial~~articles ~~Business~~of ~~Combination~~association.

We will have only until the end of the combination period to complete our initial business combination. If we are unable to complete our initial business combination by the end of 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 our trust account, including interest (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by the end of the combination period. Our original sponsor and other initial shareholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from our trust account with respect to their founders shares if we fail to complete our initial business combination by the end of the combination period. However, if our original sponsor and other initial shareholders acquire public shares, they will be entitled to liquidating distributions from our trust account with respect to such public shares if we fail to complete our initial business combination by the end of the combination period.8

~~Our original sponsor and~~Redemption ~~other initial shareholders have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles~~ of ~~association~~Public ~~(A)~~Shares that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Report or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, 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 our trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and ~~outstanding public~~Liquidation ~~shares.~~if ~~However,~~No weInitial ~~may~~Business not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules).Combination

We will ~~expect~~have ~~that~~only ~~all~~until ~~costs and~~the ~~expenses~~end ~~associated~~of ~~with~~the ~~implementing~~combination period to complete our ~~plan~~initial business combination. If we are unable to complete our initial business combination by the end of ~~dissolution~~the combination period, we will: (i) cease all operations except for the purpose of winding up, (ii) as ~~well~~promptly as ~~payments~~reasonably topossible ~~any~~but ~~creditors,~~not ~~will~~more bethan ~~funded~~ten ~~from~~business days thereafter, redeem the ~~$10~~public shares,~~000~~ at a per-share ofprice, ~~proceeds~~payable ~~held~~in ~~outside~~cash, equal to the aggregate amount then on deposit in our trust account, asincluding ofinterest ~~April~~(less ~~15,~~up ~~2025~~to $100,000 ~~plus~~of interest ~~proceeds~~to ~~from~~pay adissolution ~~loan~~expenses ~~from~~(which ~~the~~interest weshall ~~are~~be ~~currently~~net inof taxes payable) divided by the ~~process~~number of then issued and outstanding ~~negotiating~~public shares, ~~although~~which weredemption ~~cannot~~will ~~assure~~completely ~~you~~extinguish ~~that~~public ~~there~~shareholders’ ~~will~~rights beas ~~sufficient~~shareholders ~~funds~~(including ~~for~~the ~~such~~right ~~purpose.~~to receive ~~However~~further liquidation distributions, if ~~those~~any), ~~funds~~subject ~~are~~to ~~not~~applicable ~~sufficient~~law, and (iii) as promptly as reasonably possible following tosuch ~~cover~~redemption, subject to the ~~costs~~approval ~~and~~of ~~expenses~~our ~~associated~~remaining ~~with~~shareholders ~~implementing~~and our ~~plan~~board of ~~dissolution~~directors, liquidate and dissolve, subject in each case to ~~the~~our ~~extent~~obligations ~~that~~under ~~there~~Cayman isIslands ~~any~~law ~~interest~~to ~~accrued~~provide for claims of creditors and the requirements of other applicable law. inThere ~~our~~will ~~trust~~be ~~account~~no ~~not~~redemption ~~required~~rights or liquidating distributions with respect to ~~pay~~our ~~taxes~~warrants, which will expire worthless if we ~~may~~fail to ~~request~~complete our initial business combination by the ~~trustee~~end of the combination period. Our original sponsor and other initial shareholders have entered into a letter agreement with us, pursuant to ~~release~~which they have waived their rights to usliquidating andistributions ~~additional~~from ~~amount~~our oftrust account upwith respect to ~~$100,000~~their founders shares if we fail to complete our initial business combination by the end of the combination period. However, if our original sponsor and other initial shareholders acquire public shares, they will be entitled to liquidating distributions from our trust account with respect to such ~~accrued~~public ~~interest~~shares if we fail to ~~pay~~complete ~~those~~our ~~costs~~initial ~~and~~business ~~expenses~~combination by the end of the combination period.

IfOur original wesponsor ~~were~~and other initial shareholders have agreed, pursuant to ~~expend~~a ~~all~~letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of ~~the~~association ~~net~~(A) ~~proceeds~~that ~~from~~would affect our ~~initial~~ public ~~offering~~shareholders’ ~~and~~ability ~~the~~to ~~sale~~convert or ofsell ~~the~~their ~~private~~shares ~~warrants,~~to ~~other~~us ~~than~~in connection with a business combination as described herein or to modify the ~~proceeds~~substance ~~deposited~~or intiming ~~our~~of ~~trust~~the ~~account,~~redemption ~~and~~rights ~~without~~provided ~~taking~~to ~~into~~shareholders ~~account~~as ~~interest,~~described ifin this Annual Report or (B) with respect to any, ~~earned~~other onprovision ~~our~~relating ~~trust~~to shareholders’ ~~account,~~rights ~~the~~or ~~per~~pre-~~share~~initial ~~redemption~~business ~~amount~~combination ~~received~~activity, byunless we provide our public shareholders with the opportunity ~~upon~~to ~~our~~redeem ~~dissolution~~their ~~would~~public beshares ~~approximately~~upon ~~$11.12.~~approval ~~The~~of ~~proceeds~~any ~~deposited~~such inamendment ~~our~~at ~~trust~~a ~~account~~per-share ~~could~~price, ~~however,~~payable ~~become~~in ~~subject~~cash, equal to the aggregate amount ~~claims~~then ofon deposit in our ~~creditors~~trust account, including interest (which ~~would~~interest ~~have~~shall ~~higher~~be ~~priority~~net ~~than~~of taxes payable), divided by the ~~claims~~number of ~~our~~then issued and outstanding public ~~shareholders~~shares. WeHowever, ~~cannot~~we ~~assure~~may ~~you~~not ~~that~~redeem ~~the~~our ~~actual per-share~~public ~~redemption~~shares in an amount ~~received~~that bywould ~~shareholders~~cause ~~will~~our ~~not~~net betangible ~~substantially~~assets to be less than $~~11.12.~~5,000,001 ~~While~~either weimmediately ~~intend~~prior to ~~pay~~or ~~such~~upon ~~amounts, if~~completion ~~any,~~of weour ~~cannot~~initial ~~assure~~business ~~you~~combination (so that we ~~will~~do ~~have~~not ~~funds~~then become ~~sufficient~~subject to ~~pay~~the orSEC’s ~~provide~~“penny ~~for~~stock” ~~all creditors’ claims~~rules).

~~Although we seek to~~We ~~have~~expect that all ~~vendors,~~costs ~~service~~and ~~providers~~expenses ~~(other~~associated ~~than our independent auditors), prospective target businesses or other entities~~ with ~~which~~ weimplementing doour ~~business~~plan ~~execute~~of ~~agreements with us waiving any right~~dissolution, ~~title,~~as ~~interest~~well oras ~~claim~~payments ~~of any kind in or~~ to any ~~monies held in our trust account for the benefit of our public shareholders~~creditors, ~~there is no guarantee that they~~ will ~~execute such agreements or even~~be iffunded ~~they execute such agreements that they would be prevented~~ from ~~bringing~~the ~~claims against our trust account including but not limited to fraudulent inducement~~$10,000 ~~breach~~ of ~~fiduciary~~proceeds 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 inoutside our trust account. Ifas ~~any~~of ~~third~~May ~~party~~31, ~~refuses to execute an agreement waiving such claims to the monies held in our trust account~~2026, ~~our~~plus ~~management~~proceeds ~~performs~~from ~~an analysis of the alternatives available to it and will enter into an agreement with~~ a ~~third party~~loan ~~that~~from has not executed a waiver only 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 we are ~~unable to find a~~currently ~~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~~process ~~as a result~~ of, ~~or arising out of~~negotiating, ~~any~~although ~~negotiations,~~we ~~contracts~~cannot orassure ~~agreements~~you ~~with~~that usthere ~~and~~ will ~~not~~be ~~seek recourse~~sufficient ~~against~~funds ~~our trust account~~ for ~~any~~such ~~reason~~purpose. ~~Upon redemption of our public shares~~However, if wethose funds are ~~unable~~not sufficient to ~~complete~~cover ~~our initial business combination within~~ the ~~prescribed~~costs ~~time~~and ~~frame,~~expenses orassociated ~~upon the exercise of a redemption right in connection~~ with implementing our ~~initial business~~plan ~~combination~~of dissolution, ~~we will be required~~ to ~~provide for payment of claims of creditors that were not waived that may be brought against us within~~ the 10extent ~~years following redemption. Our original sponsor had agreed~~ that ~~it will be liable to us if and to the~~there ~~extent~~is any ~~claims~~interest byaccrued ain ~~third party (other than~~ our ~~independent~~trust ~~auditors)~~account ~~for~~not ~~services~~required ~~rendered or products sold~~ to uspay taxes, ~~or a prospective target business with which~~ we ~~have~~may ~~discussed~~request ~~entering into a transaction agreement, reduce~~ the ~~amount~~trustee ofto ~~funds~~release ~~in our trust account~~ to ~~below~~us ~~(i)~~an ~~$11.12~~additional ~~per public share or (ii) such lesser~~ amount ~~per public share held in our trust account as of the~~ ~~date~~ of ~~the~~up ~~liquidation of our trust account, due~~ to ~~reductions in value of the trust assets~~$100,000 ~~in each case net~~ of ~~the~~such ~~amount~~accrued of interest ~~which~~to ~~may~~pay bethose ~~withdrawn~~costs toand ~~pay taxes~~expenses.

9If we were to expend all of the net proceeds from our initial public offering and the sale of the private warrants, other than the proceeds deposited in our trust account, and without taking into account interest, if any, earned on our trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $11.79. The proceeds deposited in our 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 substantially less than $11.79. 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.

InAlthough we ~~addition~~seek to have all vendors, ~~pursuant~~service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in our trust account for the ~~sponsor~~benefit ~~purchase~~of our public shareholders, there is no guarantee that they will execute such agreements or even ~~agreement~~if they execute such agreements that they would be prevented from bringing claims against our 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 our trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in our trust account, our management performs an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than ~~certain~~any ~~expenses~~alternative. Examples ~~allocated~~of possible instances where we may engage a third party that refuses to execute a waiver include the ~~original~~engagement ~~sponsor~~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 we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the ~~successor~~future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against our trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our original sponsor had agreed that it will be liable to us ~~for all~~if ~~liabilities~~and ~~incurred~~to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, ~~from~~or ~~February~~a 23prospective target business with which we have discussed entering into a transaction agreement, ~~2024~~reduce the amount of funds in our trust account to below (i) $11.79 per public share or (ii) such lesser amount per public share held in our trust account as of the date of the liquidation of our trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes.

These liabilities will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to our trust account and except as to any claims under our indemnity of the underwriters as part of our initial public offering against certain liabilities, including liabilities under the Securities Act. Because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only third parties we currently engage are vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. In the event that an executed waiver is deemed to be unenforceable against a third party, then our original sponsor and our successor sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our original sponsor or our successor sponsor has sufficient funds to satisfy its indemnity obligations and believe that our original sponsor’s and our successor sponsor’s only assets are securities of our company and, therefore, our original sponsor and our successor sponsor may not be able to satisfy those obligations. We have not asked our original sponsor or our successor sponsor to reserve for such obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.9

In ~~the event that the proceeds in our trust account~~ ~~are reduced below (i) $11.12 per public share or (ii) such lesser amount per public share held in our trust account as of the date of the liquidation of our trust account~~addition, ~~due~~pursuant to ~~reductions in~~ the ~~value~~sponsor ofpurchase ~~the trust assets~~agreement, inother ~~each~~than ~~case~~certain ~~net~~expenses ofallocated ~~the amount of interest which may be withdrawn~~ to ~~pay~~the ~~taxes,~~original ~~and our successor~~ sponsor ~~asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim~~, ~~our~~the ~~independent directors would determine whether to take legal action against our~~ successor sponsor agreed ~~to enforce its indemnification obligations. While we currently expect~~ that ~~our~~it ~~independent~~will ~~directors~~be ~~would take~~liable ~~legal action on our behalf against our successor sponsor~~ to ~~enforce its indemnification obligations to~~ us, itfor isall ~~possible~~liabilities ~~that~~incurred ~~our independent~~by ~~directors~~us infrom ~~exercising~~February ~~their business judgment may choose not to do so in any particular instance. Accordingly~~23, ~~we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $11~~2024.~~12 per share~~

WeThese liabilities ~~have~~will ~~sought~~not ~~and~~apply ~~will~~with ~~seek~~respect to ~~reduce~~any ~~the~~claims ~~possibility that~~by ~~our~~a ~~original~~third ~~sponsor~~party orwho ~~our~~executed ~~successor~~a ~~sponsor~~waiver ~~will~~of ~~have~~any and all rights to ~~indemnify~~seek access to our trust account ~~due~~and except as to any claims under our indemnity of ~~creditors~~the byunderwriters ~~endeavoring to~~as ~~have~~part ~~all~~of ~~vendors~~our initial public offering against certain liabilities, ~~service~~including ~~providers~~liabilities ~~(other~~under the Securities Act. Because we are a blank check company, rather than ~~our~~an ~~independent~~operating ~~auditors)~~company, and our operations are limited to searching for prospective target businesses orto ~~other~~acquire, ~~entities~~the ~~with~~only ~~which we~~third doparties ~~business~~we ~~execute~~currently ~~agreements~~engage are ~~with~~vendors ussuch ~~waiving~~as ~~any right~~lawyers, ~~title~~investment bankers, ~~interest~~computer or ~~claim~~information ofand ~~any~~technical ~~kind~~services inproviders or prospective target businesses. In the event that an executed waiver is deemed to ~~monies~~be ~~held~~unenforceable inagainst ~~our~~a ~~trust~~third ~~account. Our~~party, then our original sponsor ~~will~~and ~~also~~our successor sponsor will not be ~~liable~~responsible as to the extent of any liability for such third-party claims. ~~under~~We have not independently verified whether our original sponsor or our successor sponsor has sufficient funds to satisfy its indemnity ofobligations ~~the~~and ~~underwriters~~believe asthat ~~part~~our original sponsor’s and our successor sponsor’s only assets are securities of our ~~initial~~company ~~public~~and, ~~offering~~therefore, our original sponsor and ~~against~~our ~~certain~~successor ~~liabilities,~~sponsor may not be able to satisfy those obligations. We have not asked our original sponsor or our successor sponsor to reserve for such obligations. None of our other officers will indemnify us for claims by third parties including, ~~liabilities~~without ~~under~~limitation, claims ~~the~~by ~~Securities~~vendors ~~Act~~and prospective target businesses.

In the event that wethe ~~liquidate~~proceeds in our trust account are reduced below (i) $11.79 per public share or (ii) such lesser amount per public share held in our trust account as of the date of the liquidation of our trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our successor sponsor asserts that it is ~~subsequently~~unable to ~~determined~~satisfy its indemnification obligations or that ~~the~~it ~~reserve~~has ~~for~~no ~~claims~~indemnification ~~and~~obligations ~~liabilities~~related isto ~~insufficient~~a particular claim, ~~shareholders~~our ~~who~~independent directors ~~received~~would ~~funds~~determine ~~from~~whether to take legal action against our ~~trust~~successor ~~account~~sponsor ~~could~~to beenforce its indemnification obligations. While ~~liable~~we ~~for~~currently ~~claims~~expect ~~made~~that byour independent directors would take legal action on our behalf against our successor 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 substantially less than $11.79 per share

~~If we file a winding-up or bankruptcy petition~~We orhave ansought ~~involuntary~~and ~~winding-up~~will orseek ~~bankruptcy~~to ~~petition~~reduce isthe ~~filed~~possibility ~~against us~~ that isour ~~not~~original ~~dismissed,~~sponsor ~~the~~or ~~proceeds held in~~ our ~~trust~~successor ~~account could~~sponsor bewill ~~subject~~have to ~~applicable~~indemnify ~~insolvency laws and may be included in~~ our ~~insolvency~~trust account ~~estate~~due ~~and subject~~ to ~~the~~ claims of ~~third~~creditors ~~parties with~~by ~~priority~~endeavoring ~~over~~to ~~the~~have ~~claims~~all ofvendors, ~~our~~service ~~shareholders.~~providers To(other ~~the~~than ~~extent any insolvency claims deplete~~ our ~~trust~~independent ~~account~~auditors), ~~we cannot assure you~~prospective wetarget ~~will~~businesses beor ~~able~~other toentities ~~return~~with ~~$11.12~~which ~~per share to our public shareholders. Additionally, if~~ we ~~file~~do abusiness ~~winding-up~~execute oragreements ~~bankruptcy~~with ~~petition or an involuntary winding-up or bankruptcy petition is filed against~~ us ~~that~~waiving isany ~~not~~right, ~~dismissed~~title, ~~any~~interest ~~distributions~~or ~~received by shareholders~~claim ~~could~~of beany ~~viewed~~kind ~~under~~in ~~applicable debtor/creditor and/~~or ~~insolvency laws as a voidable preference. As a result, a bankruptcy court could seek~~ to ~~recover~~monies ~~some~~held orin ~~all~~our ~~amounts~~trust ~~received~~account. byOur ~~our~~original ~~shareholders.~~sponsor ~~Furthermore,~~will ~~our~~also ~~board~~not ~~may~~ be ~~viewed~~liable as ~~having~~to ~~breached~~any ~~its~~claims ~~fiduciary duty~~under to our ~~creditors~~indemnity of ~~and/or~~the ~~may~~underwriters ~~have~~as ~~acted~~part inof ~~bad faith, and thereby exposing itself and~~ our ~~company~~initial topublic ~~claims~~offering ofagainst ~~punitive~~certain ~~damages~~liabilities, ~~by paying~~including ~~public~~liabilities ~~shareholders~~under ~~from our trust account prior to addressing~~ the ~~claims~~Securities ~~of creditors~~Act. ~~We cannot assure you that claims will not be brought against us for these reasons.~~

~~Our public shareholders will be entitled to receive~~In ~~funds from our trust account only upon~~ the ~~earliest~~event to occur of: (i) the redemption of any public shares properly submitted in connection with the shareholder vote for the extension or any other shareholder vote to amend our amended and restated memorandum and articles of association (a) that ~~would~~we affect our public shareholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Reportliquidate, ~~or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; (ii) the completion of our initial business combination,~~ and ~~then~~it ~~only~~is insubsequently ~~connection~~determined ~~with those Class A ordinary shares~~ that ~~such~~ ~~shareholder properly elected to redeem, subject to~~ the ~~limitations~~reserve ~~described~~for ~~herein;~~claims and ~~(iii)~~liabilities ~~the redemption of our public shares if we are unable to complete our initial business combination by the end of the combination period (November 2, 2025, unless a further extension~~ is ~~approved by our shareholders in accordance with our amended and restated memorandum and articles of association)~~insufficient, ~~subject~~shareholders towho ~~applicable~~received ~~law~~funds ~~and~~from ~~as further described herein. In no other circumstances will a shareholder have any right or interest of any kind to or in~~ our trust account. Incould ~~connection~~be ~~with~~liable an extension meeting or in the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the extension or our initial business combination alone will not result in a shareholder’s redeeming its shares to us for anclaims ~~applicable~~made ~~pro~~by ~~rata share of our trust account~~creditors. ~~Such shareholder must have also exercised its redemption rights described above.~~

10If we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in our trust account could be subject to applicable insolvency laws and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete our trust account, we cannot assure you we will be able to return $11.79 per share to our public shareholders. Additionally, if we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from our trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

~~Amended~~Our public shareholders will be entitled to receive funds from our trust account only upon the earliest to occur of: (i) the redemption of any public shares properly submitted in connection with the shareholder vote for the extension or any other shareholder vote to amend our amended and ~~Restated~~restated ~~Memorandum~~memorandum and ~~Articles~~articles of ~~Association~~association (a) that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Report, or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; (ii) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; and (iii) the redemption of our public shares if we are unable to complete our initial business combination by the end of the combination period (November 2, 2026, unless a further extension is approved by our shareholders in accordance with our amended and restated memorandum and articles of association), subject to applicable law and as further described herein. In no other circumstances will a shareholder have any right or interest of any kind to or in our trust account. In connection with an extension meeting or in the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the extension or our initial business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of our trust account. Such shareholder must have also exercised its redemption rights described above.

● Our amended and restated memorandum and articles of association contain certain requirements and restrictions that apply to us until the completion of our initial business combination. Our amended and restated memorandum and articles of association contain a provision which provides that, if we seek to amend our amended and restated memorandum and articles of association (i) that would affect our public shareholders’ ability to convert or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of our obligation to redeem our public shares if we do not complete our initial business combination by the end of the combination period (November 2, 2025, unless a further extension is approved by our shareholders in accordance with our amended and restated memorandum and articles of association) or ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, we will provide public shareholders with the opportunity to redeem their public shares in connection with any such amendment. Specifically, our amended and restated memorandum and articles of association provide, among other things, that: prior to the completion of our initial business combination, we shall either (a) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed business combination, or (b) provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate amount then on deposit in our trust account as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein; ● we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon completion of our initial business combination and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination; ● if our initial business combination is not consummated by the end of the combination period, then our existence will terminate, and we will distribute all amounts in our trust account; and ● prior to our initial business combination, (except in connection with the conversion of Class B ordinary shares into Class A ordinary shares where the holders of such shares have waived any right to receive funds from our trust fund) we may not issue additional shares that would entitle the holders thereof to (i) receive funds from our trust account or (ii) vote as a class with our public shares (provided that this will not apply to the issuance of Class A ordinary shares upon conversion of Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from our trust account) (a) on any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond the end of the combination period or (y) amend the foregoing provisions.10

~~These~~Amended ~~provisions cannot be amended without the approval of holders of at least two-thirds of our Class A ordinary shares present~~ and ~~voting at~~Restated aMemorandum ~~general meeting. In the event we seek shareholder approval in connection with our initial business combination, our amended~~ and ~~restated~~ ~~memorandum~~Articles ~~and articles~~ of association provide that we may consummate our initial business combination only if approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination.Association

~~Additionally, our~~● Our amended and restated memorandum and articles of association ~~provide~~contain certain requirements and restrictions that, ~~prior~~apply to us until the completion of our initial business combination. Our amended and restated memorandum and articles of association contain a provision which provides that, ~~holders~~if we seek to amend our amended and restated memorandum and articles of association (i) that would affect our ~~Class~~ Bpublic ~~ordinary~~shareholders’ ability to convert or sell their shares ~~are~~to ~~the~~us ~~only~~in ~~shareholders~~connection ~~that~~with ~~will~~a ~~have~~business combination as described herein or to modify the ~~right~~substance or timing of our obligation to ~~vote~~redeem onour public shares if we do not complete our initial business combination by the ~~appointment~~end of ~~directors~~the ~~and~~combination ~~the~~period ~~right~~(November to2, ~~remove~~ 2026, unless a ~~member~~further ofextension ~~the~~is ~~board~~approved by our shareholders in accordance with our amended and restated memorandum and articles of ~~directors~~association) ~~for~~or ii) with respect to any ~~reason.~~other ~~These~~provision ~~provisions~~relating ofto shareholders’ rights or pre-initial business combination activity, we will provide public shareholders with the opportunity to redeem their public shares in connection with any such amendment. Specifically, our amended and restated memorandum and articles of association provide, among other things, that: prior to the completion of our initial business combination, we shall either (a) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which public shareholders may ~~only~~elect beto ~~amended~~redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed business combination, or (b) provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination by means of a ~~special~~tender ~~resolution~~offer ~~passed~~(and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate amount then on deposit in our trust account as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein; ● we will consummate our initial business combination only if we have net tangible assets of at least ~~90%~~$5,000,001 either immediately prior to or upon completion of our initial business combination and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares ~~voting~~voted in afavor ~~general~~of ~~meeting.~~the ~~With~~business ~~respect~~combination; ~~to any~~● ~~other~~if ~~matter~~our ~~submitted~~initial tobusiness acombination ~~vote~~is not consummated by the end of the combination period, then our ~~shareholders~~existence will terminate, ~~including~~and ~~any~~we ~~vote~~will distribute all amounts in ~~connection~~our ~~with~~trust account; and ● prior to our initial business combination, (except as ~~required~~in byconnection ~~law,~~with the conversion of Class B ordinary shares into Class A ordinary shares where the holders of such shares have waived any right to receive funds from our ~~founders~~trust fund) we may not issue additional shares ~~and~~that would entitle the holders ofthereof to (i) receive funds from our trust account or (ii) vote as a class with our public shares (provided that this will ~~vote~~not ~~together~~apply asto the issuance of Class A ordinary shares upon conversion of Class B ordinary shares where the holders of the converted shares waive their rights to proceeds from our trust account) (a) ~~single~~on ~~class,~~any ~~with~~initial ~~each~~business ~~share entitling~~combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the ~~holder~~time we have to ~~one~~consummate ~~vote~~a business combination beyond the end of the combination period or (y) amend the foregoing provisions.

11These provisions cannot be amended without the approval of holders of at least two-thirds of our Class A ordinary shares present and voting at a general meeting. In the event we seek shareholder approval in connection with our initial business combination, our amended and restated memorandum and articles of association provide that we may consummate our initial business combination only if approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination.

~~Comparison~~Additionally, ofour ~~redemption~~amended orand ~~purchase~~restated ~~prices~~memorandum inand ~~connection~~articles ~~with~~of ~~the~~association ~~extension~~provide orthat, prior to our initial business combination, ~~with~~holders of our Class B ordinary shares are the only shareholders that will have the right to vote on the appointment of directors and the right to remove a ~~situation~~member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in ~~which~~a wegeneral ~~fail~~meeting. With respect to any other matter submitted to ~~complete~~a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founders shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.

The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with an extension or our initial business combination with redemptions that would occur if we are unable to complete our initial business combination by the end of the combination period.11

	Redemptions in Connection with an Extension or Our Initial Business Combination	Other Permitted Purchases of Public Shares by Our Affiliates	Redemptions If We Fail to Complete an Initial Business Combination
Calculation of redemption price	Redemptions at the time of a further extension or our initial business combination may be made in connection with a shareholder vote (or, in the case of the initial business combination, a tender offer). The redemption price will be the same whether we conduct redemptions in connection with a shareholder vote or pursuant to a tender offer. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in our trust account as of two business days prior to the extension meeting or consummation of the initial business combination (which is currently anticipated to be approximately $11.12 per share), including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.	If we seek shareholder approval of our initial business combination, our sponsor shareholders, directors, officers, or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. Such purchases will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in our trust account will be used to purchase shares in such transactions.	If we are unable to complete our initial business combination by the end of the combination period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in our trust account (which is currently anticipated to be approximately $11.12 per share), including interest (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares.
Impact to remaining shareholders	The redemptions in connection with an extension or our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in our trust account).	If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us.	The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor shareholders and other initial shareholders, who will be our only remaining shareholder after such redemptions.

Comparison of redemption or purchase prices in connection with the extension or our initial business combination with a situation in which we fail to complete our initial business combination.

12The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with an extension or our initial business combination with redemptions that would occur if we are unable to complete our initial business combination by the end of the combination period.

Competition

	Redemptions in Connection with an Extension or Our Initial Business Combination	Other Permitted Purchases of Public Shares by Our Affiliates	Redemptions If We Fail to Complete an Initial Business Combination
Calculation of redemption price	Redemptions at the time of a further extension or our initial business combination may be made in connection with a shareholder vote (or, in the case of the initial business combination, a tender offer). The redemption price will be the same whether we conduct redemptions in connection with a shareholder vote or pursuant to a tender offer. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in our trust account as of two business days prior to the extension meeting or consummation of the initial business combination (which is currently anticipated to be approximately $11.79 per share), including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.	If we seek shareholder approval of our initial business combination, our sponsor shareholders, directors, officers, or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. Such purchases will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in our trust account will be used to purchase shares in such transactions.	If we are unable to complete our initial business combination by the end of the combination period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in our trust account (which is currently anticipated to be approximately $11.79 per share), including interest (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares.

Impact to remaining shareholders	The redemptions in connection with an extension or our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in our trust account).	If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us.	The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor shareholders and other initial shareholders, who will be our only remaining shareholder after such redemptions.

We face intense competition from other entities having a business objective similar to ours and whose sponsor shareholders and/or affiliates have experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses that we could potentially acquire with the net proceeds from our initial public offering and the sale of the private warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination, and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. We may furthermore face competition from other newly-formed entities that may target a business combination transaction with similar focus areas as ours, which may intensify the competition that we face in achieving our objective.12

~~Conflicts of Interest~~Competition

~~Certain~~We offace ~~our~~intense ~~executive~~competition ~~officers~~from other entities having a business objective similar to ours and ~~directors~~whose sponsor shareholders and/or affiliates have ~~fiduciary~~experience in identifying and ~~contractual~~effecting, ~~duties~~directly toor ~~other~~indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, ~~which~~human ~~may~~and ~~create~~other ~~potential~~resources ~~conflicts~~or more local industry knowledge than we do, and our financial resources will be relatively limited when contrasted with those of ~~interest~~many inof ~~connection~~these competitors. While we believe there are numerous target businesses that we could potentially acquire with the ~~execution~~net proceeds from our initial public offering and the sale of the private warrants, our ~~business~~ability ~~combination~~to compete with ~~Tembo~~respect ~~e-LV~~to ~~B.V.~~the ~~and~~acquisition ~~related~~of ~~post-closing~~certain ~~matters.~~target ~~While these~~businesses ~~entities~~that are nosizable ~~longer~~is limited ~~competing~~by ~~with~~our usavailable ~~for~~financial ~~acquisition~~resources. ~~opportunities,~~This asinherent wecompetitive ~~have~~limitation ~~already~~gives ~~entered~~others ~~into~~an aadvantage ~~definitive~~in ~~Business~~pursuing ~~Combination~~the acquisition ~~Agreement~~of ~~with~~certain ~~Tembo~~target businesses. Furthermore, ~~such~~in ~~duties~~the ~~could~~event ~~influence~~we ~~their~~seek ~~allocation~~shareholder approval of ~~time~~our initial business combination, and ~~focus~~we ~~during~~are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the ~~process~~resources available to us for our initial business combination. Any of ~~completing~~these ~~the~~obligations may place us at a competitive disadvantage in successfully negotiating a business combination. We may furthermore face competition from other newly-formed entities that may target a business combination transaction with similar orfocus inareas as ours, which may intensify the ~~combined~~competition ~~company~~that ~~thereafter~~we face in achieving our objective.

~~Additionally,~~Conflicts ~~some~~ of our officers and directors currently have, and may in the future acquire, additional fiduciary or contractual obligations to other entities, which may include commitments to present future business opportunities to those entities. We believe, however, that these fiduciary or contractual obligations will not materially affect our ability to consummate the business combination with Tembo or fulfill our obligations under the Business Combination Agreement.Interest

~~Our~~Certain ~~amended~~of ~~and~~our ~~restated~~executive ~~memorandum~~officers and ~~articles~~directors ofhave ~~association~~fiduciary ~~provide~~and ~~that,~~contractual duties to ~~the~~other ~~fullest~~companies, ~~extent~~which ~~permitted~~may bycreate ~~applicable~~potential ~~law:~~conflicts of ~~(i)~~interest noin ~~individual serving~~connection aswith athe ~~director~~execution orof anour ~~officer~~business ~~shall~~combination ~~have~~with ~~any~~Tembo ~~duty,~~e-LV ~~except~~B.V. and torelated ~~the~~post-closing ~~extent~~matters. ~~expressly assumed by contract, to refrain from engaging~~While ~~directly~~these orentities ~~indirectly~~are inno ~~the~~longer ~~same~~competing orwith ~~similar~~us ~~business~~for ~~activities~~acquisition oropportunities, ~~lines of business~~ as ~~us;~~we ~~and~~have ~~(ii)~~already weentered ~~renounce~~into ~~any~~a ~~interest~~definitive orBusiness ~~expectancy~~Combination ~~in,~~Agreement orwith inTembo, ~~being~~such ~~offered~~duties ancould ~~opportunity~~influence totheir ~~participate~~allocation ~~in,~~of ~~any~~time ~~potential~~and ~~transaction~~focus orduring ~~matter~~the ~~that~~process ~~may~~of becompleting athe ~~corporate opportunity for~~transaction ~~any director~~ or ~~officer,~~in on the ~~one~~combined ~~hand,~~company ~~and us, on the other~~thereafter.

~~Indemnity~~Additionally, some of our officers and directors currently have, and may in the future acquire, additional fiduciary or contractual obligations to other entities, which may include commitments to present future business opportunities to those entities. We believe, however, that these fiduciary or contractual obligations will not materially affect our ability to consummate the business combination with Tembo or fulfill our obligations under the Business Combination Agreement.

Our ~~sponsor~~amended ~~has~~and ~~agreed~~restated ~~that~~memorandum itand ~~will~~articles beof ~~liable~~association toprovide usthat, ~~if and~~ to the fullest extent ~~any~~permitted ~~claims~~ by aapplicable ~~third~~law: ~~party~~ (~~other~~i) ~~than~~no ~~our independent auditors)~~individual ~~for~~serving ~~services~~as ~~rendered~~a ordirector ~~products sold to us,~~ or aan ~~prospective~~officer ~~target~~shall ~~business with which we~~ have ~~discussed~~any ~~entering~~duty, ~~into~~except aand ~~transaction agreement,~~to ~~reduce~~ the ~~amount~~extent ofexpressly ~~funds~~assumed inby ~~our~~contract, ~~trust account~~ to ~~below~~refrain ~~(i)~~from ~~$11.12~~engaging directly ~~per public share~~ or ~~(ii)~~indirectly ~~such lesser amount per public share held~~ in ~~our~~the ~~trust~~same ~~account~~or assimilar ofbusiness ~~the~~activities ~~date~~or oflines ~~the liquidation~~ of ~~our~~business ~~trust~~as ~~account~~us; ~~due~~and to(ii) ~~reductions~~we inrenounce ~~the~~any ~~value~~interest ofor ~~the trust assets,~~expectancy in, ~~each~~or ~~case~~in ~~net~~being ofoffered ~~the~~an ~~interest~~opportunity ~~which may be withdrawn~~ to ~~pay~~participate ~~taxes~~in, ~~except as to~~ any ~~claims~~potential bytransaction aor ~~third~~matter ~~party~~that ~~who~~may ~~executed~~be a ~~waiver of~~corporate ~~any~~opportunity ~~and all rights to seek access to our trust account and except as to~~ for any ~~claims~~director ~~under~~or ~~our indemnity of the underwriters as part of our initial public offering against certain liabilities~~officer, ~~including~~on ~~liabilities under~~ the ~~Securities~~one ~~Act. In addition~~hand, ~~pursuant~~and ~~to the sponsor purchase agreement~~us, ~~other~~on ~~than certain expenses allocated to~~ the ~~original sponsor and the successor sponsor, the successor sponsor agreed that it will be liable to us for all liabilities incurred by us from February 23, 2024~~other.

13Indemnity

InOur ~~the~~sponsor ~~event~~has agreed that anit ~~executed~~will ~~waiver~~be isliable ~~deemed~~to us if and to bethe ~~unenforceable~~extent ~~against~~any claims by a third party, ~~our~~(other ~~original~~than ~~sponsor and~~ our ~~successor~~independent ~~sponsor~~auditors) ~~will~~for ~~not~~services berendered ~~responsible~~or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the ~~extent~~amount of ~~any~~funds ~~liability~~in ~~for~~our ~~such~~trust ~~third-party~~account ~~claims~~to below (i) $11.79 Weper ~~have~~public ~~not~~share ~~independently~~or ~~verified~~(ii) ~~whether~~such ~~our~~lesser ~~original~~amount per public ~~sponsor~~share orheld in our ~~successor~~trust ~~sponsor~~account ~~has~~as ~~sufficient~~of ~~funds~~the todate ~~satisfy~~of ~~its~~the ~~indemnity~~liquidation ~~obligations~~of ~~and~~our ~~believe~~trust ~~that~~account ~~our~~due ~~original~~to ~~sponsor’s and~~reductions ~~our~~in ~~successor~~the ~~sponsor’s~~value ~~only~~of the trust assets, in ~~are~~each ~~securities~~case net of ~~our~~the ~~company~~interest ~~and,~~which ~~therefore~~may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to our ~~original~~trust ~~sponsor~~account and except as to any claims under our ~~successor~~indemnity ~~sponsor~~of the underwriters as part ~~may~~of ~~not~~our beinitial ~~able~~public tooffering ~~satisfy~~against ~~those~~certain ~~obligations~~liabilities, including liabilities under the Securities Act. WeIn ~~have~~addition, ~~not~~pursuant ~~asked~~to the ~~our~~sponsor purchase agreement, other than certain expenses allocated to the original sponsor orand ~~our~~the successor sponsor, the successor sponsor agreed that it will be liable to ~~reserve~~us for ~~such~~all ~~obligations~~liabilities incurred by us from February 23, 2024.

~~Employees~~13

AsIn of the ~~date~~event ofthat ~~this~~an ~~Annual~~executed ~~Report,~~waiver weis ~~have~~deemed ~~one~~to ~~officer,~~be ~~who~~unenforceable ~~acts~~against asa ~~the~~third ~~Chief~~party, ~~Executive~~our ~~Officer~~original sponsor and aour ~~Principal~~successor ~~Accounting Officer. Members~~sponsor ofwill ~~our~~not ~~management~~be ~~team~~responsible ~~are~~to ~~not~~the ~~obligated~~extent toof ~~devote~~ any ~~specific~~liability ~~number~~for ofsuch ~~hours~~third-party toclaims. ~~our~~We ~~matters,~~have ~~but~~not ~~they~~independently ~~intend~~verified towhether ~~devote~~our asoriginal sponsor ~~much~~or ~~of their~~our ~~time~~successor assponsor ~~they~~has ~~deem~~sufficient ~~necessary~~funds to ~~our~~satisfy ~~affairs~~its ~~until~~indemnity weobligations ~~have~~and ~~completed~~believe that our ~~initial~~original ~~business~~sponsor’s and ~~combination.~~our ~~The~~successor ~~amount~~sponsor’s ofonly ~~time~~assets ~~that~~are ~~our officers~~securities orof ~~any~~our ~~other~~company ~~members~~and, oftherefore, our ~~management~~original ~~team~~sponsor ~~devote~~and inour ~~any~~successor ~~time~~sponsor may ~~period~~not ~~varies~~be ~~based~~able onto ~~the~~satisfy ~~status~~those ofobligations. ~~our~~We ~~pursuit~~have ofnot aasked ~~target business for~~ our ~~initial~~original ~~business~~sponsor ~~combination~~or ~~and~~our ~~the~~successor ~~current~~sponsor ~~stage~~to ofreserve ~~the~~for ~~business~~such ~~combination process~~obligations.

~~Periodic Reporting and Financial Information~~Employees

WeAs ~~registered~~of ~~our~~the ~~units~~date of this Annual Report, ~~Class~~we Ahave ~~ordinary~~one ~~shares~~officer, ~~and~~who ~~warrants~~acts ~~under~~as the ~~Exchange~~Chief ~~Act~~Executive Officer and a Principal Accounting Officer. Members of our management team are ~~subject~~not obligated to ~~reporting~~devote ~~obligations~~any specific number of hours to our matters, ~~including~~but they intend to devote as much of ~~the~~their ~~requirement~~time as they deem necessary to ~~file~~our ~~annual,~~affairs ~~quarterly,~~until ~~and~~we ~~current~~have ~~reports~~completed ~~with~~our ~~the~~initial ~~SEC~~business combination. InThe ~~accordance~~amount ~~with~~of ~~the~~time ~~Exchange~~that ~~Act,~~our officers ~~each~~or any other members of our ~~annual reports~~management ~~will~~team ~~include~~devote ~~financial~~in ~~statements~~any ~~audited~~time ~~and~~period ~~reported~~varies based on bythe status of our ~~independent~~pursuit ~~registered~~of ~~public~~a ~~accounting~~target business ~~firm~~for our initial business combination and the current stage of the business combination process.

InPeriodic ~~connection~~Reporting ~~with the proposed business combination with Tembo e-LV B.V., we will provide shareholders with audited financial statements of Tembo as part of the registration statement on Form F-4~~ and ~~proxy~~Financial materials for the shareholder vote. These financial statements will be prepared in accordance with IFRS and audited in accordance with PCAOB standards. The enhanced disclosure requirements for de-SPAC transactions under the 2024 SPAC Rules may increase the time and cost associated with preparing and delivering such materials.Information

We ~~are~~registered ~~required to evaluate~~ our ~~internal~~units, ~~control~~Class ~~procedures~~A ~~for~~ordinary ~~the fiscal year ended December 31~~shares, ~~2024,~~and aswarrants ~~required~~under by the ~~Sarbanes-Oxley Act~~Exchange ~~of 2002 (“Sarbanes-Oxley~~ Act~~”);~~ ~~however,~~and ~~as we~~ are ~~not~~subject ~~deemed~~ to bereporting ~~a large accelerated filer or an accelerated filer~~obligations, including ~~and~~the ~~continue~~requirement to ~~qualify~~file asannual, anquarterly, ~~emerging~~and ~~growth~~current ~~company,~~reports wewith ~~are~~the ~~not~~SEC. ~~required~~In toaccordance ~~obtain~~with anthe ~~auditor~~Exchange ~~attestation~~Act, ~~regarding~~each ~~the effectiveness~~ of our ~~internal~~annual reports ~~control~~will ~~over~~include financial ~~reporting.~~statements ~~Tembo~~audited ~~may not currently be in full compliance with the internal control requirements of the Sarbanes-Oxley Act,~~ and ~~achieving~~reported ~~such~~on ~~compliance~~by ~~may~~our ~~increase~~independent ~~post-closing~~registered ~~costs~~public ~~and~~accounting ~~time commitments~~firm.

WeIn ~~are~~connection anwith ~~“emerging growth company” as defined in Section 2(a) of~~ the ~~Securities~~proposed ~~Act,~~business ascombination ~~modified~~with byTembo ~~the~~e-LV ~~Jumpstart Our Business Startups (JOBS) Act of 2012 (“JOBS Act”)~~B. ~~As such~~V., we ~~are~~will ~~eligible~~provide toshareholders ~~take~~with ~~advantage~~audited offinancial ~~certain exemptions from various reporting~~statements ~~requirements~~of ~~applicable~~Tembo toas ~~other~~part ~~public~~of ~~companies~~the ~~that~~registration ~~are~~statement ~~not~~on ~~emerging~~Form ~~growth~~F-4 ~~companies,~~and ~~including~~proxy ~~exemptions~~materials ~~from~~for the ~~auditor~~shareholder ~~attestation requirements~~vote. ofThese ~~Section~~financial ~~404~~statements ofwill be ~~the~~prepared ~~Sarbanes-Oxley~~in ~~Act,~~accordance ~~reduced~~with ~~executive~~IFRS ~~compensation disclosures,~~ and ~~the~~audited ~~requirement~~in toaccordance ~~hold~~with aPCAOB ~~non-binding advisory vote on executive compensation~~standards. IfThe ~~investors~~enhanced ~~find~~disclosure ~~our~~requirements ~~securities~~for ~~less~~de-SPAC transactions ~~attractive~~under asthe a2024 ~~result~~SPAC ofRules ~~these exemptions, there~~ may be ~~reduced~~increase ~~liquidity~~the intime ~~the~~and ~~market~~cost ~~for~~associated ~~our~~with ~~securities~~preparing and ~~increased~~delivering ~~volatility~~such materials.

~~Additionally,~~We weare ~~take~~required ~~advantage~~to ofevaluate ~~the~~our ~~extended~~internal ~~transition~~control ~~period~~procedures for ~~complying~~the ~~with~~fiscal ~~new~~year ended December 31, 2025, as required by the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”); however, as we are not deemed to be a large accelerated filer or ~~revised~~an ~~accounting~~accelerated ~~standards~~filer, and ~~available~~continue to qualify as an emerging growth company, we are not required to obtain an auditor attestation regarding the effectiveness ~~companies~~of ~~under~~our internal control over financial reporting. Tembo may not currently be in full compliance with the ~~JOBS~~internal control requirements of the Sarbanes-Oxley Act, and achieving such compliance may increase post-closing costs and time commitments.

We ~~will~~are ~~remain~~ an “emerging growth company” ~~until~~as ~~the~~defined ~~earliest~~in ~~of:~~Section 2(1a) of the ~~last~~Securities ~~day~~Act, ofas modified by the ~~fiscal~~Jumpstart ~~year~~Our Business Startups (aJOBS) ~~following~~Act ~~the~~of ~~fifth~~2012 ~~anniversary of~~(“JOBS ~~the~~Act”). ~~closing~~As ~~date~~such, we are eligible to take advantage of ~~our~~certain ~~initial~~exemptions from various reporting requirements applicable to other public ~~offering,~~companies ~~(b)~~that inare ~~which~~not weemerging ~~have~~growth ~~total~~companies, ~~annual~~including ~~gross~~exemptions ~~revenue~~from the auditor attestation requirements of atSection ~~least~~404 ~~$1.235~~of ~~billion~~the Sarbanes-Oxley Act, orreduced ~~(c) in~~executive ~~which~~compensation wedisclosures, ~~are~~and ~~deemed~~the requirement to behold a ~~large~~non-binding advisory ~~accelerated~~vote ~~filer;~~on orexecutive ~~(2)~~compensation. ~~the~~If ~~date~~investors onfind ~~which~~our wesecurities ~~issue~~less ~~more~~attractive ~~than~~as ~~$1.0~~a ~~billion~~result inof ~~non-convertible~~these ~~debt~~exemptions, there may ~~securities~~be ~~during~~reduced liquidity in the ~~prior~~market ~~three-year~~for ~~period~~our securities and increased volatility.

14Additionally, we take advantage of the extended transition period for complying with new or revised accounting standards available to emerging growth companies under the JOBS Act.

~~Additionally,~~We wewill ~~are~~remain aan ~~“smaller~~emerging ~~reporting~~growth company” asuntil ~~defined in Rule 12b-2 of~~ the ~~Exchange~~earliest ~~Act and may take advantage~~ of: ~~reduced~~(1) ~~disclosure obligations, including providing only two years of audited financial statements and limiting comparative annual period disclosures. We will remain a smaller reporting company until~~ the last day of the fiscal year ~~in which~~ (1a) following the ~~market~~fifth ~~value~~anniversary of the closing date of our ~~ordinary~~initial ~~shares~~public ~~held by~~offering, ~~non-affiliates~~(b) ~~equals~~in orwhich ~~exceeds~~we ~~$250~~have ~~million~~total asannual ofgross ~~the~~revenue ~~end~~ of ~~that~~at ~~year’s~~least ~~second~~$1.235 ~~fiscal quarter~~billion, or (2c) in ~~our~~which ~~annual~~we ~~revenues equal~~are ordeemed ~~exceed~~to ~~$100~~be ~~million~~a ~~and~~large ~~the~~accelerated ~~market~~filer; ~~value~~or of(2) ~~our~~the ~~ordinary~~date ~~shares~~on ~~held~~which bywe ~~non-affiliates~~issue ~~equals~~more orthan ~~exceeds~~ $~~700~~1.0 ~~million~~billion asin ofnon-convertible debt ~~the~~securities ~~end~~during ofthe ~~that~~prior three-year’s ~~second fiscal quarter~~period.

~~Item 1A Risk Factors~~14

AnAdditionally, ~~investment~~we are a “smaller reporting company” as defined in ~~our~~Rule ~~securities~~12b-2 ~~involves~~of athe ~~high~~Exchange ~~degree~~Act and may take advantage of ~~risk~~reduced disclosure obligations, including providing only two years of audited financial statements and limiting comparative annual period disclosures. We will ~~have~~remain ~~provided~~a smaller reporting company until the ~~following~~last ~~summary~~day of the ~~material~~fiscal ~~risks~~year ~~involved:~~in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equal or exceed $100 million and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

~~Risks~~Item ~~Relating~~1A toRisk ~~our Search for, and Consummation of or Inability to Consummate, a Business Combination~~Factors

~~The~~An ~~ability~~investment ofin our ~~public~~securities ~~shareholders~~involves ~~to exercise redemption rights with respect to~~ a ~~large~~high ~~number~~degree of ~~our~~risk. ~~shares~~We ~~could~~have ~~increase~~provided the ~~probability that~~following ~~our~~summary ~~initial~~of ~~business~~the ~~combination~~material ~~would~~risks ~~be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.~~involved:

WeRisks ~~may~~Relating ~~seek~~ to ~~enter~~our ~~into~~Search 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. If too many public shareholders exercise their redemption rights in connection the business combinationfor, ~~we might not be able to meet that closing condition~~ and, asConsummation ~~a result, would not be able to proceed with the business combination. Over the past six quarters or so, the rate~~ of ~~redemption of shares by public shareholders of special purpose acquisition companies,~~ or ~~SPACs,~~Inability ~~such~~to ~~as ours at the time of the extension of the expiration date of the SPAC or the initial business combination of the SPAC has increased significantly~~Consummate, ~~thereby increasing the likelihood that we, too, will face~~ a ~~high~~Business ~~level of redemptions that will jeopardize our ability to successfully consummate a business combination.~~Combination

InThe ~~particular,~~ability ~~at the first extension meeting a total~~ of ~~10,185,471~~our ~~Class~~public Ashareholders ~~ordinary~~to ~~shares~~exercise ~~were~~redemption ~~redeemed;~~rights atwith ~~the~~respect ~~second~~to ~~extension meeting~~ a ~~total~~large number of ~~347,980~~our ~~Class A ordinary~~ shares ~~were~~could ~~redeemed~~increase ~~and at~~ the ~~articles amendment meeting a total of 204,178 Class A ordinary shares~~probability ~~were~~that ~~redeemed;~~our atinitial ~~the~~business ~~third~~combination ~~extension~~would ~~meeting~~be aunsuccessful ~~total~~and ofthat ~~1,148,799~~you ~~Class~~would Ahave ~~ordinary~~to ~~shares~~wait ~~were~~for ~~redeemed.~~liquidation ~~This resulted~~ in ~~shareholders holding~~order ~~11,886,428 publicly-held Class A ordinary shares exercising their right~~ to redeem ~~and~~your ~~as a result, approximately $126,130,989 was distributed from our trust account, with 763,572 publicly-held Class A ordinary~~ shares ~~remaining~~. ~~As of April 15, 2025, there remained approximately $9,080,000 in our trust account.~~

~~Furthermore,~~We ~~under~~may ~~our~~seek ~~current~~to ~~amended~~enter ~~and~~into ~~restated~~a ~~memorandum~~business ~~and~~combination ~~articles~~transaction ofagreement ~~association (unless we seek to amend them in connection~~ with a ~~vote on~~prospective ~~our~~target ~~initial~~that ~~business~~requires ~~combination),~~as ina noclosing ~~event~~condition ~~will~~ that we ~~redeem~~have ~~our~~a ~~public~~minimum ~~shares~~net inworth anor ~~amount~~a ~~that~~certain ~~would~~amount ~~cause~~of ~~our~~cash. ~~net~~If ~~tangible~~too ~~assets to~~many bepublic ~~less~~shareholders ~~than~~exercise ~~$5,000,001~~their ~~upon~~redemption ~~completion~~rights ofin ~~our~~connection the ~~initial~~ business combination, ~~(so that~~ we domight not ~~then~~be ~~become~~able ~~subject~~ to ~~the~~meet ~~SEC’s “penny~~that ~~stock”~~closing ~~rules)~~condition and, oras ~~any~~a ~~greater~~result, ~~net~~would ~~tangible~~not ~~asset~~be orable ~~cash~~to ~~requirement~~proceed ~~that~~with ~~may~~the business becombination. ~~contained~~Over in the ~~agreement~~past ~~relating to~~six ~~our~~quarters ~~initial~~or ~~business combination. Consequently~~so, ifthe ~~accepting~~rate ~~all~~of ~~properly~~redemption ~~submitted~~of ~~redemption~~shares ~~requests~~by ~~would~~public ~~cause~~shareholders ~~our~~of ~~net~~special ~~tangible~~purpose acquisition ~~assets~~companies, toor beSPACs, ~~less~~such ~~than~~as ~~$5,000,001~~ours ~~upon~~at ~~completion~~the time of ~~our~~the ~~initial~~extension ~~business~~of ~~combination~~the orexpiration ~~less~~date ~~than~~of ~~such~~the ~~greater~~SPAC ~~amount~~or ~~necessary~~the toinitial ~~satisfy~~business combination aof ~~closing~~the ~~condition~~SPAC ashas ~~described~~increased ~~above~~significantly, wethereby ~~would~~increasing ~~not~~the ~~proceed~~likelihood ~~with~~that ~~such~~we, ~~redemption~~too, ofwill ~~our~~face ~~public~~a ~~shares~~high ~~and~~level ~~the~~of ~~related~~redemptions ~~business~~that ~~combination,~~will ~~and~~jeopardize weour ~~instead~~ability ~~may~~to ~~search~~successfully ~~for~~consummate ana ~~alternate~~ business combination.

IfIn ~~our~~particular, ~~initial~~at ~~business~~the ~~combination~~first isextension ~~unsuccessful,~~meeting ~~you~~a ~~will~~total ~~not~~of ~~receive~~10,185,471 ~~your~~Class ~~pro~~A ~~rata~~ordinary ~~portion~~shares ofwere ~~the~~redeemed; ~~trust~~at ~~account~~the ~~until~~second weextension ~~liquidate~~meeting ~~the~~a ~~trust~~total ~~account.~~of If347,980 ~~you~~Class ~~are~~A inordinary ~~need~~shares ofwere ~~immediate~~redeemed ~~liquidity,~~and ~~you~~at ~~could~~the ~~attempt~~articles toamendment ~~sell~~meeting ~~your~~a total of 204,178 Class A ordinary shares were inredeemed; at the ~~open~~third ~~market;~~extension ~~however~~meeting a total of 1,148,799 atClass ~~such time~~A ~~our~~ordinary shares ~~may~~were ~~trade~~redeemed; at athe ~~discount~~fourth toextension ~~the~~meeting a ~~pro~~total ~~rata~~of ~~amount~~711,333 ~~per~~Class ~~share~~A inordinary ~~the~~shares ~~trust~~were ~~account~~redeemed. InThis ~~either~~resulted ~~situation~~in shareholders holding 12,597,761 ~~you~~publicly-held ~~may~~Class ~~suffer~~A aordinary ~~material~~shares ~~loss~~exercising ontheir ~~your~~right ~~investment~~to orredeem ~~lose~~and ~~the~~as ~~benefit~~a ofresult, ~~funds~~in ~~expected~~the inaggregate, ~~connection~~approximately ~~with~~$134,806,989 ~~our~~was ~~redemption~~distributed ~~until~~from weour ~~liquidate~~trust account, orwith ~~you~~52,239 ~~are able~~publicly-held toClass ~~sell~~A ~~your~~ordinary shares inremaining. ~~the~~As ~~open~~of ~~market~~May 31, 2026, approximately $641,000 remained in our trust account.

15Furthermore, under our current amended and restated memorandum and articles of association (unless we seek to amend them in connection with a vote on our initial business combination), 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 completion of our initial business combination (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. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption of our public shares and the related business combination, and we instead may search for an alternate business combination.

~~The~~If ~~ability~~our initial business combination is unsuccessful, you will not receive your pro rata portion of ~~our~~the ~~public~~trust ~~shareholders~~account tountil ~~exercise~~we ~~redemption~~liquidate the ~~rights~~trust ~~with~~account. ~~respect~~If toyou aare ~~large~~in ~~number~~need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may ~~not~~trade ~~allow~~at usa discount to ~~complete~~ the ~~most~~pro ~~desirable~~rata ~~business~~amount ~~combination~~per share in the trust account. In either situation, you may suffer a material loss on your investment or ~~optimize~~lose the benefit of funds expected in connection with our ~~capital~~redemption ~~structure~~until we liquidate, or you are able to sell your shares in the open market.

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and we will therefore need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. As noted above, the high rates of redemption of shares of public shareholders of SPACs in recent times increases the likelihood that we, too, will have less cash from our trust at the time of our initial business combination, thereby forcing us to rely upon outside financing to supplement our cash reserves. In particular, at the first extension meeting a total of 10,185,471 Class A ordinary shares were redeemed; at the second extension meeting a total of 347,980 Class A ordinary shares were redeemed and at the articles amendment meeting a total of 204,178 Class A ordinary shares were redeemed; at the third extension meeting a total of 1,148,799 Class A ordinary shares were redeemed. This resulted in shareholders holding 11,886,428 publicly-held Class A ordinary shares exercising their right to redeem and as a result, approximately $126,130,989 was distributed from our trust account, with 763,572 publicly-held Class A ordinary shares remaining. As of April 15~~, 2025, there remained approximately $9,080,000 in our trust account.~~

~~Raising~~The ~~additional~~ability ~~third-party~~of ~~financing~~our ~~may~~public ~~involve~~shareholders ~~dilutive~~to ~~equity~~exercise ~~issuances~~redemption orrights ~~the~~with ~~incurrence~~respect ofto ~~indebtedness~~a atlarge ~~higher~~number ~~than~~of ~~desirable~~our ~~levels. The~~shares ~~above considerations~~ may ~~limit~~not ~~our~~allow ~~ability~~us to complete the most desirable business combination ~~available to us~~ or optimize our capital structure.

WeAt the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and we will therefore need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have ~~been~~a ~~delisted~~minimum ~~from~~amount of cash at closing, we will need to reserve a portion of the ~~Nasdaq~~cash ~~Stock~~in ~~Market~~the ~~and~~trust account to meet such requirements or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may ~~face~~need ~~challenges~~to restructure the transaction to reserve a greater portion of the cash in ~~relisting~~the trust account or ~~qualifying~~arrange for third party financing. As noted above, the ~~combined~~high ~~company~~rates ~~for~~of ~~listing~~redemption onof shares of public shareholders of SPACs in recent times increases the likelihood that we, too, will have less cash from our trust at the time of our initial business combination, thereby forcing us to rely upon outside financing to supplement our cash reserves. In particular, at the first extension meeting a ~~major~~total Uof 10,185,471 Class A ordinary shares were redeemed; at the second extension meeting a total of 347,980 Class A ordinary shares were redeemed and at the articles amendment meeting a total of 204,178 Class A ordinary shares were redeemed; at the third extension meeting a total of 1,148,799 Class A ordinary shares were redeemed; at the fourth extension meeting a total of 711,333 Class A ordinary shares were redeemed.S This resulted in shareholders holding 12,597,761 publicly-held Class A ordinary shares exercising their right to redeem and as a result, in the aggregate, approximately $134,806,989 was distributed from our trust account, with 52,239 publicly-held Class A ordinary shares remaining. As ~~exchange~~of May 31, 2026, approximately $641,000 remained in our trust account.

~~Following~~Raising ~~our~~additional ~~delisting~~third-party ~~from~~financing ~~Nasdaq, we~~ may ~~face~~involve ~~heightened~~dilutive ~~scrutiny~~equity orissuances ~~more stringent requirements to relist our securities~~ or the ~~securities~~ incurrence of aindebtedness ~~combined~~at ~~company~~higher onthan adesirable ~~national~~levels. The ~~securities~~above ~~exchange~~considerations ~~such~~may aslimit ~~Nasdaq~~our orability ~~the NYSE. The inability~~ to ~~relist~~complete ~~could adversely impact~~ the ~~attractiveness~~ ofmost adesirable ~~potential~~ business combination ~~partner~~available ~~and~~to ~~may~~us ~~reduce investor interest~~ or ~~market~~optimize ~~valuation~~our capital structure.

We ~~may~~have bebeen ~~unable~~delisted tofrom ~~obtain-~~the onNasdaq ~~reasonable~~Stock ~~terms~~Market orand atmay ~~all-~~face ~~additional~~challenges ~~financing~~in torelisting ~~continue operations, complete our initial business combination~~ or toqualifying ~~fund~~ the ~~operations~~combined ~~and~~company ~~growth~~for oflisting on a ~~target~~major ~~business,~~U.S. ~~which could compel us to restructure or abandon a particular business combination~~exchange.

IfFollowing ~~the available net proceeds available to us for~~ our ~~initial~~delisting ~~business~~from ~~combination (due to excessive redemptions in connection with our extension meeting or a shareholder meeting to approve an initial business combination~~Nasdaq, ~~or the expenditure of excessive funds in continuing operations or investigating potential target companies) are insufficient,~~ we may beface ~~required~~heightened toscrutiny ~~seek additional financing~~ or tomore ~~abandon the~~stringent ~~proposed~~requirements ~~business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves~~ to berelist ~~unavailable when needed to complete~~ our ~~initial~~securities ~~business combination,~~ or ~~before to continue operations, we would be compelled to either restructure~~ the ~~transaction or abandon that particular business combination and seek an alternative~~securities ~~target~~of ~~business~~a ~~candidate.~~combined Incompany ~~addition,~~on ~~even~~a ifnational wesecurities doexchange ~~not need additional financing to complete our initial business combination, we may require~~ such ~~financing~~as toNasdaq ~~fund the operations~~ or ~~growth of~~ the ~~target business~~NYSE. The ~~market~~inability ~~for financings of initial business combinations of SPACs has been very difficult over the past several years, with financings often available only on terms that are onerous~~ to ~~the~~relist ~~combined company following the business combination, or not at all. The failure to secure additional financing~~ could ~~have~~adversely aimpact ~~material adverse effect~~the onattractiveness ~~the continued development or growth~~ of ~~the~~a ~~target~~potential business. ~~None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business~~ combination. Ifpartner ~~we are unable to complete our initial business combination, our public shareholders may only receive approximately $11.12 per share on the liquidation of our trust account,~~ and ~~our warrants will expire worthless. In certain circumstances, our public shareholders~~ may ~~receive~~reduce ~~less~~investor ~~than~~interest ~~$11.12~~or ~~per~~market ~~share on the redemption of their shares~~valuation. 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 $11.12 per share” and other risk factors below.

~~Because~~We ofmay ~~the~~be ~~anticipated~~unable ~~costs~~to ofobtain- ~~identifying~~on areasonable ~~target~~terms ~~business,~~or ~~undertaking~~at inall-~~depth~~ ~~due~~additional ~~diligence~~financing ~~and~~to ~~negotiating~~continue ~~an initial business combination~~operations, as ~~noted~~complete ~~above, we have requested loans from several third parties. While, if obtained, we anticipate that these loans will suffice for the period leading up to~~ our initial business combination, or ~~there~~to ~~can~~fund ~~be no assurance that~~ the ~~loans~~operations ~~will be obtained~~ and, ifgrowth ~~they are, that the costs~~ of ~~identifying~~ a target business, ~~undertaking~~which ~~in-depth~~could ~~due~~compel ~~diligence~~us ~~and negotiating and consummating an initial business combination may be greater than what we currently estimate would be needed~~ to dorestructure ~~so.~~or ~~Consequently,~~abandon wea ~~may~~particular ~~have insufficient funds available to operate our~~ business ~~prior to our initial business~~ combination.

16If the available net proceeds available to us for our initial business combination (due to excessive redemptions in connection with our extension meeting or a shareholder meeting to approve an initial business combination, or the expenditure of excessive funds in continuing operations or investigating potential target companies) are insufficient, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, or before to continue operations, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The market for financings of initial business combinations of SPACs has been very difficult over the past several years, with financings often available only on terms that are onerous to the combined company following the business combination, or not at all. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination, our public shareholders may only receive approximately $11.79 per share on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $11.79 per share on the redemption of their shares. See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.79 per share” and other risk factors below.

WeBecause ~~may~~of ~~issue~~the ~~notes~~anticipated orcosts ~~other~~of ~~debt~~identifying ~~securities~~a target business, orundertaking ~~otherwise~~in-depth ~~incur~~due ~~substantial~~diligence ~~debt,~~and tonegotiating ~~complete~~an ainitial business combination, as ~~which~~noted ~~may~~above, ~~adversely~~we have requested loans from several third parties. While, if obtained, we anticipate that these loans will suffice for ~~affect~~the period leading up to our ~~leverage~~initial ~~and~~business ~~financial~~combination, ~~condition~~there can be no assurance that the loans will be obtained and, ~~thus~~if ~~negatively~~they ~~impact~~are, that the ~~value~~costs of ~~our~~identifying ~~shareholders’~~a ~~investment~~target business, undertaking in-depth usdue diligence and negotiating and consummating an initial business combination may be greater than what we currently estimate would be needed to do so. Consequently, we may have insufficient funds available to operate our business prior to our initial business combination.

Although we have not committed as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt to complete our initial business combination, we may choose to do so. We 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:16

●We may ~~default~~issue ~~and~~notes ~~foreclosure~~or onother ~~our assets if our operating revenues after an initial business combination are insufficient to repay our~~ debt ~~obligations;~~securities, ● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or ~~reserves~~otherwise ~~without~~incur asubstantial ~~waiver or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest~~debt, ~~if any, if the debt security is payable on demand; ● our inability~~ to ~~obtain~~complete necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is issued and outstanding; ● our inability to pay dividends on our Class A ordinary shares; ● using a ~~substantial~~business ~~portion of our cash flow to pay principal and interest on our debt~~combination, which ~~will~~may ~~reduce~~adversely affect ~~the funds available for dividends on~~ our ~~Class~~leverage ~~A ordinary shares if declared, expenses, capital expenditures, acquisitions~~ and ~~other~~financial ~~general~~condition ~~corporate purposes; ● limitations on our flexibility in planning for~~ and ~~reacting~~thus tonegatively ~~changes~~impact ~~in our business and in~~ the ~~industry~~value 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 ~~strategy~~shareholders’ ~~and~~investment ~~other~~in ~~purposes and other disadvantages compared to our competitors who have less debt~~us.

~~The~~Although ~~requirement~~we ~~that~~have wenot ~~complete~~committed ~~our~~as ~~initial~~of ~~business~~the ~~combination~~date ~~within~~of ~~the~~this ~~combination~~Annual ~~period~~Report ~~may~~to ~~give~~issue ~~potential~~any ~~target~~notes ~~businesses~~or ~~leverage~~other debt securities, or to otherwise incur outstanding ~~over~~debt usto incomplete ~~negotiating~~our ainitial business combination, ~~and~~we may ~~limit~~choose ~~the~~to ~~time~~do weso. We have inagreed ~~which~~that towe ~~conduct~~will ~~due~~not ~~diligence~~incur onany ~~potential~~indebtedness ~~business~~unless ~~combination~~we ~~targets,~~have inobtained ~~particular~~from asthe welender ~~approach~~a ~~the~~waiver ~~end~~ of ~~the~~any ~~combination~~right, ~~period~~title, ~~which~~interest ~~could~~or ~~undermine~~claim ~~our~~of ~~ability~~any kind in or to ~~complete~~the ~~our~~monies held in the trust account. ~~initial~~As ~~business~~such, ~~combination~~no onissuance ~~terms~~of ~~that~~debt ~~would~~will ~~provide~~affect ~~value~~the per-share amount available for ~~our~~redemption ~~shareholders~~from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

~~Any potential~~● ~~target~~default ~~business~~and ~~with~~foreclosure ~~which~~on weour ~~enter~~assets ~~into~~if ~~negotiations~~our ~~concerning~~operating arevenues after an initial business combination isare ~~aware~~insufficient ~~that~~to werepay ~~must~~our ~~complete~~debt obligations; ● acceleration of our ~~initial~~ ~~business~~obligations ~~combination~~to ~~before~~repay the ~~end~~indebtedness ofeven if we make all principal and interest payments when due if we breach certain covenants that require the ~~combination~~maintenance ~~period,~~of certain financial ratios or byreserves ~~November~~without 2,a ~~2025.~~waiver ~~Consequently~~or renegotiation of that covenant; ● our immediate payment of all principal and accrued interest, if any, ~~such~~if ~~target~~the ~~business may~~debt ~~obtain~~security ~~leverage~~is ~~over~~payable uson indemand; ~~negotiating~~● aour ~~business~~inability ~~combination,~~to ~~knowing~~obtain ~~that~~necessary additional financing if wethe dodebt ~~not~~security ~~complete~~contains covenants restricting our ~~initial~~ability ~~business~~to ~~combination with~~obtain ~~that~~such ~~particular~~financing ~~target~~while ~~business,~~the wedebt ~~may~~security beis ~~unable~~issued and outstanding; ● our inability to ~~complete~~pay dividends on our ~~initial~~Class ~~business~~A ~~combination~~ordinary ~~with~~shares; ~~any~~● ~~target~~using ~~business.~~a Assubstantial portion of ~~the date~~our ofcash ~~this~~flow ~~Annual~~to ~~Report~~pay principal and interest on our debt, wewhich ~~have~~will ~~just~~reduce ~~over~~the ~~six~~funds ~~months~~available ~~remaining~~for todividends ~~consummate~~on aour ~~business~~Class ~~combination.~~A Asordinary ashares ~~result~~if declared, ~~this~~expenses, ~~risk~~capital ~~has~~expenditures, ~~increased as~~acquisitions weand ~~have~~other ~~gotten~~general ~~closer~~corporate purposes; ● limitations on our flexibility in planning for and reacting to ~~the~~changes ~~end~~in ofour ~~the~~business ~~combination~~and ~~period.~~in Wethe ~~may~~industry ~~also~~in ~~have~~which ~~more~~we ~~limited~~operate; ~~time~~● increased vulnerability to ~~conduct~~adverse ~~due~~changes ~~diligence~~in general economic, industry and ~~may~~competitive ~~enter into~~conditions ~~our~~and ~~initial~~adverse ~~business~~changes ~~combination~~in government regulation; and ● limitations on ~~terms~~our ~~that~~ability weto ~~would~~borrow ~~have~~additional ~~rejected~~amounts ~~upon~~for aexpenses, ~~more~~capital ~~comprehensive~~expenditures, ~~investigation~~acquisitions, debt service requirements, execution of our strategy and~~/or~~ ifother wepurposes ~~had~~and ~~more time~~other disadvantages compared to our competitors who have less debt.

~~Our~~The ~~search~~requirement ~~for~~that awe complete our initial business combination, ~~and~~within ~~any~~the ~~target~~combination ~~business~~period ~~with~~may ~~which~~give wepotential ~~ultimately~~target ~~consummate~~businesses leverage over us in negotiating a business combination, and may belimit ~~materially~~the time we have in which to conduct due diligence on potential business ~~adversely~~combination ~~affected~~targets, byin ~~unfavorable~~particular ~~macro-economic~~as ~~trends~~we approach the end of the combination period, ~~ongoing~~which ~~military~~could ~~conflicts~~undermine ~~and~~our ~~other~~ability ~~geopolitical~~to ~~uncertainties~~complete our initial business combination on terms that would provide value for our shareholders.

~~Certain~~Any ~~global~~potential ~~macro-economic~~target ~~trends~~business ~~that~~with ~~developed~~which inwe ~~the~~enter ~~aftermath~~into ofnegotiations ~~the~~concerning ~~COVID-19~~a ~~pandemic~~business ~~have~~combination ~~been~~is ~~adversely~~aware ~~impacting~~that ~~the~~we ~~global~~must ~~economic~~complete our ~~environment.~~initial ~~Supply~~business ~~chain~~combination ~~delays,~~before ~~initially~~the ~~caused~~end byof ~~closures during~~ the ~~pandemic~~combination period, ~~and~~or ~~rising~~by ~~shipping~~November ~~costs~~2, ~~which~~2026. ~~have~~Consequently, ~~been~~any ~~exacerbated~~such target business bymay ~~the~~obtain ~~ongoing~~leverage ~~Russian~~over ~~invasion~~us ofin ~~the~~negotiating ~~Ukraine~~a business combination, ~~have~~knowing ~~contributed~~that ~~towards~~if ~~inflationary~~we ~~pressures~~do onnot ~~many~~complete ~~goods~~our ~~and~~initial ~~commodities~~business ~~globally.~~combination ~~The~~with ~~infusion~~that ofparticular ~~money~~target ~~into~~business, ~~circulation~~we asmay ~~part~~be ofunable ato ~~“loose”~~complete ~~monetary~~our ~~policy~~initial ~~during~~business ~~the~~combination ~~pandemic~~with toany ~~encourage~~target ~~consumer~~business. ~~spending,~~As of the ~~along~~date ~~with~~of ~~historically~~this ~~low~~Annual ~~interest~~Report, ~~rates~~we ~~for~~have anjust ~~extended~~over ~~period~~six ofmonths ~~time,~~remaining ~~which~~to ~~were~~consummate ~~designed~~a tobusiness ~~ease~~combination. ~~economic~~As ~~conditions~~a result, ~~further~~this ~~triggered upwards~~risk ~~pressure~~has onincreased as ~~prices~~we ofhave ~~goods~~gotten ~~and~~closer ~~services.~~to ~~The~~the ~~high~~end ~~rates~~ of ~~inflation~~the ~~globally~~combination ~~have~~period. ~~caused~~We ~~governments~~may ~~and~~also ~~central~~have ~~banks~~more tolimited ~~act~~ time to ~~curb~~conduct ~~inflation,~~due ~~including~~diligence byand ~~raising~~may ~~interest~~enter into ~~rates,~~our ~~which~~initial ~~has~~business ~~been~~combination ~~inhibiting~~on ~~economic~~terms ~~activity~~that ~~and~~we ~~access~~would tohave ~~capital~~rejected ~~markets,~~upon ~~and may cause~~ a ~~recession,~~more ~~whether~~comprehensive ininvestigation ~~individual countries~~ and/or ~~regions,~~if orwe ~~globally~~had more time.

InOur ~~response~~search tofor ~~Russia’s~~a ~~invasion~~business ~~of Ukraine~~combination, ~~the United States, the European Union,~~ and ~~several~~any ~~other~~target ~~countries~~business ~~are~~with ~~imposing~~which ~~far-reaching sanctions~~we ~~and~~ultimately ~~export~~consummate ~~control~~a ~~restrictions~~business oncombination, ~~Russian~~may ~~entities~~be ~~and individuals. This rising conflict and the resulting market volatility~~materially ~~could~~ adversely ~~affect~~affected ~~global~~by unfavorable macro-economic, ~~political and market conditions. Additionally~~trends, ongoing military conflicts ~~between Israel~~ and ~~Hamas have continued to cause disruptions in the U.S. and global economy. These and~~ other ~~global~~geopolitical ~~and regional conditions may adversely impact our business and our ability to consummate our initial business combination~~uncertainties.

17Certain global macro-economic trends that developed in the aftermath of the COVID-19 pandemic have been adversely impacting the global economic environment. Supply chain delays, initially caused by closures during the pandemic, and rising shipping costs, which have been exacerbated by the ongoing Russian invasion of the Ukraine, have contributed towards inflationary pressures on many goods and commodities globally. The infusion of money into circulation as part of a “loose” monetary policy during the pandemic to encourage consumer spending, along with historically low interest rates for an extended period of time, which were designed to ease economic conditions, further triggered upwards pressure on prices of goods and services. The high rates of inflation globally have caused governments and central banks to act to curb inflation, including by raising interest rates, which has been inhibiting economic activity and access to capital markets, and may cause a recession, whether in individual countries or regions, or globally.

~~These~~In ~~deteriorating~~response ~~economic~~to ~~conditions~~Russia’s invasion of Ukraine, ~~ongoing~~the ~~military~~United ~~conflicts~~States, the European Union, and several other ~~geopolitical~~countries ~~uncertainties~~are ~~may~~imposing ~~adversely~~far-reaching sanctions ~~impact~~and ~~our~~export ~~access~~control ~~to financing~~restrictions ~~for~~on ~~the~~Russian ~~combined~~entities ~~company~~and ~~upon~~individuals. ~~the~~This ~~consummation~~rising ofconflict aand ~~potential~~the ~~business~~resulting ~~combination,~~market ~~thereby~~volatility could ~~frustrating~~adversely ~~our~~affect ~~ability~~global toeconomic, ~~effect that~~political ~~combination~~and market conditions.

IfAdditionally, ~~the~~ongoing ~~disruptions~~conflicts ~~posed~~between byIsrael ~~unfavorable~~and ~~macro-economic~~Hamas, ~~conditions~~and ~~continue~~Israel, ~~for~~the aUnited ~~further~~States, ~~extensive~~and ~~period~~Iran, ofhave ~~time,~~continued ~~the~~to ~~operations~~cause ofdisruptions in the U.S. ~~target~~and ~~company~~global ~~with~~economy. ~~which~~These weand ~~would~~other ~~combine~~global ~~may~~and beregional ~~materially~~conditions may adversely ~~affected~~impact our business and our ability to consummate our initial business combination.

Because there are many SPACs evaluating targets, attractive targets have become scarcer and there is more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to consummate an initial business combination.17

InThese ~~recent~~deteriorating ~~years~~economic conditions, ~~the~~ongoing ~~number~~military ofconflicts ~~SPACs that were formed~~ and ~~conducted~~other ~~their~~geopolitical ~~initial~~uncertainties ~~public~~may ~~offering~~adversely ~~increased~~impact ~~materially.~~our ~~Many~~access ~~potential targets~~to financing for ~~SPACs~~the ~~have~~combined ~~already~~company ~~entered~~upon ~~into~~the anconsummation ~~initial~~of ~~business~~a ~~combination,~~potential ~~and there are still many SPACs seeking targets for their initial~~ business combination~~. As a result~~, atthereby ~~times,~~frustrating ~~fewer~~our ~~attractive~~ability ~~targets~~to ~~may be available, and it may require more time, more effort and~~effect ~~more~~that ~~resources to identify a suitable target and to consummate an initial business~~ combination.

InIf ~~addition,~~the ~~because~~disruptions ~~there~~posed ~~are~~by ~~more~~unfavorable ~~SPACs~~macro-economic ~~seeking~~conditions tocontinue ~~enter into an initial business combination with available targets, the competition~~ for available targets with attractive fundamentals or business models has increased, which could cause targets companies to demand improved financial terms. We expect to encounter intense competition from other entities having a ~~business~~further ~~objective~~extensive ~~similar~~period toof ~~ours~~time, ~~including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for~~ the ~~types~~operations of ~~businesses we intend to acquire. Many of these individuals and entities are well-established~~the ~~and~~target ~~have~~company ~~extensive~~with ~~experience~~which in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we ~~do,~~would ~~and~~combine ~~our~~may ~~financial resources will~~ be ~~relatively~~materially ~~limited~~adversely ~~when contrasted with those of many of these competitors~~affected.

~~Attractive~~Because ~~deals~~there ~~could~~are ~~also~~many ~~become~~SPACs ~~scarcer~~evaluating ~~for other reasons~~targets, ~~such~~attractive astargets ~~economic~~have orbecome ~~industry~~scarcer ~~sector~~and ~~downturns,~~there ~~geopolitical~~is ~~tensions,~~more orcompetition ~~increases in~~for ~~the~~attractive ~~cost of additional capital needed to close business combinations or operate~~ targets ~~post-business combination~~. This could increase the cost of, ~~delay or otherwise complicate or frustrate~~ our ~~ability to find and consummate an~~ initial business combination and ~~may~~could even result in our inability to consummate an initial business combination ~~on terms favorable to our investors altogether~~.

WeIn ~~may~~recent ~~not~~years, bethe ~~able~~number toof ~~complete~~SPACs ~~our~~that ~~initial~~were ~~business~~formed ~~combination~~and ~~within~~conducted ~~the~~their ~~prescribed~~initial ~~time~~public ~~frame,~~offering inincreased ~~which~~materially. ~~case~~Many wepotential ~~would~~targets for ~~cease~~SPACs ~~all~~have ~~operations except~~already ~~for~~entered ~~the~~into ~~purpose~~an ofinitial ~~winding~~business upcombination, and wethere ~~would~~are ~~redeem~~still ~~our~~many ~~public~~SPACs ~~shares~~seeking ~~and~~targets ~~liquidate,~~for intheir ~~which~~initial business ~~case~~combination. ~~our~~As ~~public~~a ~~shareholders~~result, at times, fewer attractive targets may ~~receive only~~be ~~$11.12~~available, ~~per~~and ~~share~~it may require more time, ormore ~~less~~effort ~~than~~and more ~~such~~resources ~~amount~~to inidentify ~~certain~~a ~~circumstances,~~suitable target and ~~our~~to ~~warrants~~consummate ~~will~~an ~~expire~~initial ~~worthless~~business combination.

WeIn ~~must~~addition, ~~complete~~because ~~our~~there are more SPACs seeking to enter into an initial business combination ~~within~~with available targets, the ~~combination~~competition for ~~period,~~available targets with attractive fundamentals or ~~November~~business 2models has increased, ~~2025~~which could cause targets companies to demand improved financial terms. We ~~may~~expect ~~not~~to beencounter ~~able~~intense competition from other entities having a business objective similar to ~~complete~~ours, anincluding ~~initial~~private ~~business~~investors ~~combination~~(which bymay be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the ~~conclusion~~types of ~~such~~businesses ~~time~~we ~~period~~intend to acquire. ~~Our~~Many ~~ability~~of tothese ~~complete~~individuals ~~our~~and ~~initial~~entities ~~business~~are ~~combination~~well-established and ~~may~~have beextensive ~~negatively impacted~~experience byin ~~general~~identifying ~~market~~and ~~conditions~~effecting, ~~volatility~~directly or indirectly, acquisitions of companies operating in ~~the~~or ~~capital~~providing services to various industries. Many of these competitors possess greater technical, human and ~~debt~~other ~~markets~~resources or more local industry knowledge than we do, and ~~the~~our ~~other~~financial ~~risks~~resources ~~described~~will ~~herein~~be relatively limited when contrasted with those of many of these competitors.

~~Our~~Attractive ~~ability~~deals tocould ~~complete~~also ~~our~~become ~~initial~~scarcer ~~business~~for ~~combination~~other ~~within~~reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the ~~combination~~cost ~~period~~of ~~could~~additional becapital ~~adversely~~needed ~~affected~~to byclose business combinations or operate targets post-business combination. This could increase the ~~sponsor~~cost ~~alliance~~of, ~~insofar~~ asdelay itor ~~has~~otherwise ~~resulted~~complicate inor ~~significant~~frustrate ~~changes~~our ability to ~~our~~find ~~management~~and ~~team~~consummate an initial business combination and ~~the~~may ~~replacement~~result in ofour ~~all~~inability ~~members~~to ofconsummate ~~the~~an ~~Board.~~initial ~~See~~business ~~“Item 1.~~combination ~~Business.~~on -terms ~~Recent~~favorable ~~Developments~~to -our ~~Sponsor~~investors ~~Alliance~~altogether.”

IfWe wemay ~~are~~not ~~unable~~be able to complete our initial business combination within the ~~combination~~prescribed ~~period~~time frame, wein ~~will:~~which ~~(i)~~case we would cease all operations except for the purpose of winding up; ~~(ii)~~and aswe ~~promptly~~would ~~as reasonably possible but not more than 10 business days thereafter,~~ redeem ~~the~~our ~~remaining outstanding~~ public shares, ~~at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses~~ and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, ~~subject~~ in ~~each case~~which ~~to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such~~ case, our public shareholders may receive only $11.1279 per share, or less than ~~$11.12~~such ~~per~~amount ~~share,~~in oncertain ~~the redemption of their shares~~circumstances, 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 $11.12 per share” and other risk factors herein.

18We must complete our initial business combination within the combination period, or November 2, 2026. We may not be able to complete an initial business combination by the conclusion of such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

~~The~~Our ~~notes~~ability to ~~the~~complete ~~financial~~our ~~statements~~initial ~~included~~business incombination ~~this~~within ~~Annual~~the ~~Report~~combination ~~contain~~period ancould ~~explanatory~~be ~~paragraph~~adversely ~~that~~affected ~~expresses~~by ~~substantial~~the sponsor alliance, ~~doubt~~insofar ~~about~~as ~~our~~it ~~ability~~has resulted in significant changes to ~~continue~~our asmanagement ateam and the replacement of all members of the Board. See “~~going~~Item 1. ~~concern~~Business. - Recent Developments - Sponsor Alliance.”

WeIf ~~cannot~~we ~~assure~~are ~~you~~unable ~~that our plans~~ to ~~consummate~~complete anour initial business combination ~~will~~within bethe ~~successful~~combination period, ~~which~~we iswill: in(i) ~~part~~cease ~~dependent~~all onoperations ~~our~~except for ~~ability~~the topurpose ~~obtain~~of ~~sufficient~~winding ~~financing~~up; ~~that~~(ii) ~~continues~~as ~~after~~promptly ~~that~~as ~~business~~reasonably ~~combination.~~possible ~~The~~but ~~market~~not ~~for~~more ~~financings~~than of10 ~~companies~~business ~~emerging~~days thereafter, redeem the remaining ~~from~~outstanding public shares, at a ~~business~~per-share ~~combination~~price, ~~with~~payable ain ~~SPAC~~cash, ~~has~~equal ~~become~~to ~~very~~the ~~tight~~aggregate amount then on deposit in the ~~last~~trust ~~two~~account, including ~~years.~~interest In(less ~~the~~up ~~absence~~to $100,000 of ~~such~~interest ato ~~business~~pay ~~combination transaction,~~dissolution ~~our~~expenses ~~company~~and ~~will~~which ~~cease~~interest toshall ~~exist~~be ~~after~~net of taxes payable), divided by the ~~combination~~number ~~period~~of ~~has~~then ~~passed~~issued and outstanding public shares, which ~~would~~redemption ~~occur~~will ~~less~~completely ~~than~~extinguish 12public ~~months~~shareholders’ ~~following~~rights ~~the~~as ~~date~~shareholders of(including ~~this~~the ~~Annual~~right ~~Report.~~to ~~The~~receive ~~short-term~~further ~~expiration~~liquidating ~~date~~distributions, ~~for~~if ~~our~~any); ~~company~~and (iii) as ~~well~~promptly as ~~the~~reasonably ~~question~~possible following assuch toredemption, ~~whether~~subject weto ~~will~~the ~~have~~approval ~~the required~~of ~~financial~~our ~~resources~~remaining toshareholders ~~complete~~and our ~~initial~~Board, ~~business~~dissolve ~~combination~~and ~~raise~~liquidate, ~~substantial~~subject ~~doubt~~in ~~about~~each case to our ~~ability~~obligations under Cayman Islands law to ~~continue~~provide asfor aclaims of creditors and the requirements of other applicable law. In ~~going~~such ~~concern~~case, our public shareholders may receive only $11.79 ~~The~~per ~~financial~~share, ~~statements~~or ~~contained~~less inthan $11.79 per share, on the Fredemption of their shares, and our warrants will expire worthless. See “-1 ~~pages~~If ofthird ~~this~~parties ~~Annual~~bring ~~Report~~claims doagainst ~~not~~us, ~~include~~the ~~any~~proceeds ~~adjustments~~held ~~that~~in ~~might~~the ~~result~~trust account ~~from~~could ~~our~~be ~~inability~~reduced toand ~~consummate~~the aper-share ~~business~~redemption ~~combination~~amount orreceived ~~our~~by ~~inability~~shareholders tomay ~~continue~~be asless athan ~~going~~$11.79 ~~concern~~per share” and other risk factors herein.

Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.18

WeThe ~~will~~notes ~~either (i) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which public shareholders may elect~~ to ~~redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against~~ the ~~proposed~~financial ~~business~~statements ~~combination,~~included or (ii) provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in ~~each~~this inAnnual ~~cash,~~Report ~~for~~contain an ~~amount~~explanatory ~~payable~~paragraph in cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. Accordingly, it is possible that weexpresses ~~will~~substantial ~~consummate~~doubt ~~our initial business combination even if holders of a majority of our public shares do not approve of the business~~about combination we consummate. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our ~~discretion,~~ability ~~and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us~~ to ~~seek~~continue shareholder approval. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as ~~consideration~~ ~~in any business combination. Therefore, if we were structuring~~ a ~~business~~“going ~~combination that required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of such business combination instead of conducting a tender offer~~concern.”

~~Our~~We ~~sponsor~~cannot ~~shareholders~~assure you that our plans to consummate an initial business combination will be ~~able~~successful, which is in part dependent on our ability to ~~approve~~obtain sufficient financing that continues after that business combination. The market for financings of companies emerging from a business combination with a SPAC has become very tight in the last two years. In the absence of such a business combination ~~regardless~~transaction, our company will cease to exist after the combination period has passed, which would occur less than 12 months following the date of this ~~how~~Annual Report. The short-term expiration date for our ~~public~~company ~~shareholders~~as ~~vote~~well as the question as to whether we will have the required financial resources to complete our initial business combination raise substantial doubt about our ability to continue as a going concern. The financial statements contained in the F-1 pages of this Annual Report do not include any adjustments that might result from our inability to consummate a business combination or our inability to continue as a going concern.

Our ~~amended~~public ~~and~~shareholders ~~restated~~may ~~memorandum~~not ~~and~~be ~~articles~~afforded ~~of association provide that, if we seek shareholder approval, we will complete our business combination only if we obtain the approval of~~ an ~~ordinary~~opportunity ~~resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled~~ to vote ~~thereon~~on ~~and who vote at a general meeting. Our original sponsor and the other initial shareholders (and their permitted transferees, including~~ our ~~successor~~proposed ~~sponsor)~~business ~~will agree~~combination, ~~pursuant~~which ~~to the~~means ~~terms~~we ofmay acomplete ~~letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of~~ our initial business combination. Aseven though a ~~result,~~majority ~~given that our current sponsor, successor sponsor, and original sponsor and the other initial shareholders own approximately 80.55%~~ of our ~~outstanding ordinary shares, we don’t need any additional~~ public ~~shares~~shareholders ~~voted~~do innot ~~favor~~support ofsuch a ~~business~~ combination ~~in order to have our business combination approved~~.

~~Your~~We ~~only~~will either (i) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed business combination, or (ii) provide our public shareholders with the opportunity to ~~affect~~redeem all or a portion of their public shares upon the ~~investment~~completion ~~decision~~of ~~regarding~~our initial business combination by means of a ~~potential~~tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the completion of our initial business combination, ~~will~~including interest (which interest shall be ~~limited~~net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the ~~exercise~~limitations described herein. Accordingly, it is possible that we will consummate our initial business combination even if holders of ~~your~~a majority of our public shares do not approve of the business ~~right~~combination we consummate. The decision as to ~~redeem~~whether ~~your~~we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares ~~from~~to us ~~for~~in ~~cash~~a tender offer will be made by us, ~~unless~~solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a shareholder meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek shareholder approval of ~~the~~such business combination instead of conducting a tender offer.

AtOur ~~the~~sponsor ~~time~~shareholders ~~of your investment in us, you~~ will ~~not~~ be ~~provided~~able ~~with an opportunity~~ to ~~evaluate~~approve the ~~specific merits or risks of one or more target businesses. Since our Board may elect to complete a~~ business combination ~~without~~regardless seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, if we do not seek shareholder approval, 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~~how ~~(which will be at least 20 business days) set forth in~~ our ~~tender offer documents mailed to our~~ public shareholders ~~in which we describe our initial business combination~~vote.

19Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we will complete our business combination only if we obtain the 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 entitled to vote thereon and who vote at a general meeting. Our original sponsor and the other initial shareholders (and their permitted transferees, including our successor sponsor) will agree, pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our business combination. As a result, given that our current sponsor, successor sponsor, and original sponsor and the other initial shareholders own approximately 80.55% 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.

IfYour weonly ~~seek~~opportunity ~~shareholder~~to ~~approval~~affect ofthe ~~our~~investment ~~initial~~decision ~~business~~regarding ~~combination,~~a ~~our~~potential ~~original~~business ~~sponsor,~~combination ~~successor~~will ~~sponsor~~be ~~and~~limited ~~other~~to ~~initial~~the ~~shareholders, as~~exercise ~~well as our directors, officers, advisors or any~~ of ~~their~~your right ~~affiliates may elect~~ to ~~purchase~~redeem your shares ~~or warrants~~ from ~~public~~us ~~shareholders~~for cash, ~~which~~ ~~may~~unless ~~influence~~we aseek ~~vote~~shareholder onapproval aof ~~proposed~~the business combination ~~and reduce the public “float” of our securities~~.

IfAt wethe ~~seek~~time ~~shareholder approval~~ of ~~our~~your ~~initial~~investment ~~business~~in ~~combination~~us, ~~and~~you wewill do not ~~conduct~~be ~~redemptions~~provided ~~in connection~~ with ~~our~~an ~~initial~~opportunity ~~business combination pursuant~~ to evaluate the ~~tender~~specific ~~offer~~merits ~~rules, our original sponsor, successor sponsor and other initial shareholders, as well as our directors, officers, advisors~~ or ~~any~~risks of ~~their~~one ~~affiliates may purchase public shares~~ or ~~public warrants or a combination thereof in privately~~more ~~negotiated~~target ~~transactions~~businesses. orSince inour ~~the~~Board ~~open~~may ~~market~~elect ~~either prior~~ to orcomplete ~~following~~a ~~the completion of our initial~~ business combination, ~~although they~~without ~~are~~seeking ~~under no obligation or duty to do so. Such a purchase may include a contractual acknowledgement that such~~ shareholder, ~~although still the record holder of our shares~~approval, ispublic ~~no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our original sponsor, successor sponsor and other initial~~ shareholders~~, as well as our directors, officers,~~ ~~advisors~~may ornot ~~any of their affiliates purchase shares in privately negotiated transactions from public shareholders who~~ have ~~already~~the ~~elected to~~right ~~exercise their redemption rights~~ or ~~submitted~~opportunity ~~a proxy~~ to vote ~~against~~on ~~our~~the ~~initial~~ business combination, ~~such~~unless ~~selling~~we ~~shareholders would~~seek ~~be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The price per share paid in any~~ such ~~transaction may be different than the amount per share a public~~ shareholder ~~would~~approval. ~~receive~~Accordingly, if it ~~elected~~we todo ~~redeem~~not ~~its~~seek ~~shares~~shareholder inapproval, ~~connection~~your ~~with~~only ~~our~~opportunity ~~initial business combination. The purpose of such purchases could be~~ to ~~vote~~affect ~~such shares~~the ininvestment ~~favor~~decision ofregarding ~~our~~a ~~initial~~potential business combination ~~and thereby increase the likelihood of obtaining shareholder approval of our initial~~ ~~business~~may ~~combination~~be orlimited to ~~satisfy~~exercising ayour ~~closing~~redemption ~~condition~~rights inwithin ~~an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at~~ the ~~closing~~period of ~~our~~time ~~initial~~(which ~~business~~will ~~combination, where it appears that such requirement would otherwise not~~ be ~~met.~~at ~~The~~least ~~purpose~~20 ofbusiness ~~any~~days) ~~such~~set ~~purchases~~forth ~~of public warrants could be to reduce the number of public warrants outstanding or to vote~~in ~~such~~our ~~warrants~~tender onoffer ~~any~~documents ~~matters~~mailed ~~submitted~~ to ~~the warrant holders for approval in connection with~~ our ~~initial~~public ~~business~~shareholders ~~combination. This may result~~ in ~~the~~which ~~completion~~we ofdescribe our initial business combination ~~when it may not otherwise have been possible~~. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

~~You will not be entitled to protections normally afforded to investors of many other blank check companies.~~19

~~Since~~If ~~the~~we ~~net~~seek ~~proceeds~~shareholder approval of our initial ~~public offering and the sale of the private warrants are intended to be used to complete an initial~~ business ~~combination~~ ~~with a target business that has not been identified~~combination, weour ~~may~~original ~~be deemed to be a “blank check” company under the United States securities laws. However~~sponsor, ~~because~~successor wesponsor ~~have~~and ~~net~~other ~~tangible~~initial ~~assets in excess of $5~~shareholders,~~000,000~~ as ~~upon~~well ~~the~~as ~~completion of~~ our ~~initial public offering and the sale of the private warrants and have filed a Current Report on Form 8-K that provided an audited balance sheet demonstrating this fact~~directors, ~~we are exempt from rules promulgated by the SEC to protect investors in blank check companies~~officers, ~~such~~advisors ~~as Rule 419 under the Securities Act. Accordingly, investors are not afforded the benefits~~ or ~~protections~~any of ~~that~~their ~~and~~affiliates ~~other~~may ~~rules.~~elect ~~Among other things, this means our units are immediately tradable and we have a longer period of time~~ to ~~complete~~purchase ~~our~~shares ~~initial~~or ~~business~~warrants ~~combination than~~from ~~do companies subject to Rule 419. Moreover, if our initial~~ public ~~offering were subject to Rule 419~~shareholders, ~~that rule would prohibit the~~ ~~release~~which ofmay ~~any~~influence ~~interest~~a ~~earned~~vote on ~~funds~~a ~~held~~proposed inbusiness ~~the~~combination ~~trust account to us unless~~ and ~~until~~reduce the ~~funds~~public in“float” ~~the~~of ~~trust account were released to us in connection with~~ our ~~completion of an initial business combination~~securities.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our original sponsor, successor sponsor and ifother ~~you~~initial shareholders, as well as our directors, officers, advisors or any of their affiliates may purchase public shares or public warrants or a ~~“group”~~combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of ~~shareholders~~our initial business combination, although they are ~~deemed~~under no obligation or duty to ~~hold~~do inso. ~~excess~~Such ofa ~~15%~~purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our ~~Class~~shares, Ais ~~ordinary~~no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our original sponsor, successor sponsor and other initial shareholders, as well as our directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, ~~you~~such ~~will~~selling ~~lose~~shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The price per share paid in any such transaction may be different than the ~~ability~~amount per share a public shareholder would receive if it elected to redeem ~~all~~its shares in connection with our initial business combination. The purpose of such purchases could be to vote such shares in ~~excess~~favor of ~~15%~~our initial business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. This may result in the completion of our initial business combination when it may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

IfYou wewill ~~seek shareholder approval of our initial business combination and we do~~ not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be ~~restricted~~entitled ~~from redeeming its shares with respect~~ to ~~more~~ ~~than~~protections annormally ~~aggregate~~afforded ~~of 15% of the shares sold in our initial public offering, which we refer~~ to asinvestors ~~the “excess shares,” without our prior consent. However, we would not restrict our shareholders’ ability to vote all~~ of ~~their~~many ~~shares~~other ~~(including~~blank ~~excess shares)~~check ~~for or against our initial business combination~~companies. Your inability to redeem the excess shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the excess shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

20Since the net proceeds of our initial public offering and the sale of the private warrants are intended to be used to complete an initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 upon the completion of our initial public offering and the sale of the private warrants and have filed a Current Report on Form 8-K that provided an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419 under the Securities Act. Accordingly, investors are not afforded the benefits or protections of that and other rules. Among other things, this means our units are immediately tradable and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

~~Because~~If ~~the~~we ~~funds~~seek ~~being~~shareholder ~~held~~approval ~~outside~~ of ~~the~~our ~~trust~~initial ~~account~~business ~~are~~combination ~~insufficient~~and towe ~~allow~~do usnot toconduct ~~operate~~redemptions ~~for~~pursuant to the ~~remainder~~tender ofoffer ~~the~~rules, and ~~combination~~if ~~period ,~~you ~~that~~or ~~could~~a ~~limit~~“group” ~~the~~of ~~amount~~shareholders ~~available~~are deemed to ~~fund~~hold ~~our~~in ~~search~~excess ~~for~~of a15% ~~target~~of ~~business~~our orClass ~~businesses~~A ~~and~~ordinary ~~complete~~shares, ~~our~~you ~~initial~~will ~~business combination,~~lose asthe weability ~~will~~to ~~depend~~redeem onall ~~additional~~such ~~loans~~shares ~~third~~in ~~parties~~excess toof ~~fund~~15% ~~those~~of ~~activities~~our Class A ordinary shares.

~~The~~If ~~funds~~we ~~available~~seek toshareholder usapproval ~~outside~~ of ~~the~~our ~~trust~~initial ~~account~~business ~~are~~combination and we do not conduct redemptions in ~~the~~connection ~~view~~with ofour ~~management~~initial ~~insufficient~~business combination pursuant to ~~allow~~the ustender tooffer ~~operate~~rules, ~~for~~our ~~the~~amended ~~remainder~~and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of ~~the~~such ~~combination~~shareholder ~~period.~~or Asany other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of ~~April~~the ~~15,~~Exchange ~~2025~~Act), ~~approximately~~will ~~$10,000~~be isrestricted ~~available~~from redeeming its shares with respect to more usthan ~~outside~~an aggregate of 15% of the ~~trust~~shares ~~account~~sold in our initial public offering, which we refer to ~~fund~~as ~~our~~the ~~working~~“excess shares,” ~~capital~~without ~~requirements~~our prior consent. ~~Consequently~~However, we ~~may~~would ~~have~~not ~~insufficient~~restrict ~~funds~~our ~~available~~shareholders’ ability to ~~operate~~vote all of their shares (including excess shares) for or against our initial business ~~prior~~combination. Your inability to redeem the excess shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the excess shares if ~~See~~we ~~“Item~~complete 7our initial business combination. ~~Management’s~~And ~~Discussion~~as ~~and~~a ~~Analysis~~result, ofyou ~~Financial~~will ~~Condition~~continue ~~and~~to ~~Results~~hold that number of ~~Operations~~shares -exceeding ~~Liquidity~~15% and, ~~Capital~~in ~~Resources~~order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.”

We are incurring significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital is discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report.20

IfBecause wethe ~~are~~funds ~~unable~~being toheld ~~complete~~outside ~~our~~of ~~initial~~the ~~business~~trust ~~combination~~account ~~because~~are weinsufficient ~~do not have sufficient funds available~~ to allow us, ~~we will be forced~~ to ~~cease~~operate ~~operations~~for ~~and liquidate~~ the ~~trust~~remainder ~~account.~~of Inthe ~~that~~combination ~~case~~period, ~~our~~that ~~public~~could ~~shareholders~~limit ~~may~~the ~~receive~~amount ~~only~~available ~~approximately~~to ~~$11.12~~fund ~~per share~~our onsearch ~~the~~for ~~liquidation~~a oftarget ~~our~~business ~~trust~~or ~~account,~~businesses and complete our ~~warrants~~initial ~~will~~business ~~expire worthless. In certain circumstances~~combination, ~~our public shareholders~~ ~~may~~as ~~receive~~we ~~less~~will ~~than~~depend ~~$11.12 per share~~ on ~~the~~additional ~~redemption~~loans ~~of their shares. See “- If~~ third parties ~~bring~~to ~~claims~~fund ~~against~~those ~~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~~activities.~~12 per share” and other risk factors herein.~~

IfThe ~~third~~funds ~~parties~~available ~~bring~~to ~~claims~~us ~~against~~outside ~~us,~~of the ~~proceeds~~trust ~~held~~account are in the ~~trust~~view ~~account~~of ~~could~~management beinsufficient ~~reduced~~to ~~and~~allow us to operate for the ~~per-share~~remainder of ~~redemption~~the ~~amount~~combination ~~received~~period. As of May 31, 2026, approximately $10,000 is available to us outside of the trust account to fund our working bycapital ~~shareholders~~requirements. Consequently, we may behave ~~less~~insufficient ~~than~~funds ~~$11~~available to operate our business prior to our initial business combination.12 See ~~per~~“Item ~~share~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

~~Our~~We ~~placing~~are ofincurring ~~funds~~significant incosts the trust account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waive any right, title, interest or claim of any kind in orpursuit ~~to any monies held in the trust account for the benefit~~ of our ~~public~~acquisition ~~shareholders,~~plans. ~~such~~Management’s ~~parties~~plans ~~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~~address ~~inducement,~~this ~~breach~~need offor ~~fiduciary~~capital ~~responsibility or~~is ~~other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with~~discussed ~~respect to a claim against our assets, including the funds held~~ in ~~the~~“Item ~~trust account~~7. IfManagement’s ~~any~~Discussion ~~third~~and ~~party~~Analysis ~~refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis~~ of ~~the~~Financial ~~alternatives~~Condition ~~available to it~~ and ~~will~~Results ~~only~~of ~~enter~~Operations” ~~into~~of anthis ~~agreement with a third party that has not executed a waiver if management believes that such third party’s~~Annual ~~engagement would be significantly more beneficial to us than any alternative~~Report.

~~Examples~~If ~~of possible instances where~~ we ~~may~~are ~~engage~~unable ~~a third party that refuses~~ to ~~execute~~complete aour ~~waiver~~initial ~~include~~business ~~the~~combination ~~engagement~~because ofwe ado ~~third-party~~not ~~consultant whose~~have ~~particular~~sufficient ~~expertise~~funds oravailable ~~skills~~to ~~are~~us, ~~believed~~we bywill ~~management to~~ be ~~significantly superior to those of other consultants that would~~forced ~~agree~~ to ~~execute~~cease aoperations ~~waiver~~and orliquidate inthe ~~cases~~trust ~~where management is unable to find a service provider willing to execute a waiver~~account. In ~~addition, there is no guarantee~~ that ~~such~~case, ~~entities~~our ~~will~~public ~~agree~~shareholders tomay ~~waive~~receive ~~any~~only ~~claims~~approximately ~~they~~$11.79 ~~may~~per share ~~have~~on in the ~~future~~liquidation ~~as a result~~ of, orour ~~arising~~trust ~~out of~~account, ~~any~~ ~~negotiations,~~and ~~contracts~~our orwarrants ~~agreements with us and~~ will ~~not~~expire ~~seek recourse against the trust account for any reason~~worthless. ~~Upon~~In ~~redemption of~~certain ~~our public shares~~circumstances, ~~if we are unable to complete~~ our ~~initial~~public ~~business~~shareholders may ~~combination~~receive ~~within~~less ~~the~~than ~~prescribed~~$11.79 ~~timeframe,~~per orshare ~~upon~~on the ~~exercise of a~~ redemption ~~right~~of intheir ~~connection~~shares. ~~with~~See ~~our~~“- ~~initial~~If ~~business~~third ~~combination,~~parties webring ~~will be required to provide for payment of~~ claims ofagainst ~~creditors~~us, the ~~that~~proceeds ~~were~~held ~~not~~in ~~waived~~the ~~that~~trust ~~may~~account could be ~~brought~~reduced ~~against~~and ~~us within~~ the ~~10 years following redemption. Accordingly, the~~ per-share redemption amount received by ~~public~~ shareholders ~~could~~may be less than ~~the~~ $11.12 79 per share” ~~initially~~and ~~held~~other inrisk ~~the~~factors ~~trust account, due to claims of such creditors~~herein.

~~Our~~If ~~original~~third ~~sponsor~~parties ~~agreed~~bring ~~that it will be liable to us if and to the extent any~~ claims byagainst ~~a vendor (other than our independent auditors) 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 ~~amount~~proceeds ofheld ~~funds~~ in the trust account tocould ~~below~~be ~~(i)~~reduced ~~$11.12~~and ~~per~~the ~~public~~ per-share orredemption ~~(ii) such lesser~~ amount ~~per public~~received ~~share~~by ~~held~~shareholders ~~in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which~~ may be ~~withdrawn~~less tothan pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters as part of our initial public offering against certain liabilities, including liabilities under the Securities Act$11.79 ~~Moreover,~~per ~~in the event that an executed waiver is deemed to be unenforceable against a third party, our original sponsor will not be responsible to the extent of any liability for such third-party claims~~share.

21Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waive 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.

InExamples 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 ~~pursuant~~is no guarantee that such entities will agree to waive any claims they may have in the ~~sponsor~~future ~~purchase~~as ~~agreement~~a result of, ~~other~~or ~~than~~arising ~~certain~~out ~~expenses~~of, any ~~allocated~~negotiations, tocontracts or agreements with us and will not seek recourse against the ~~original~~trust ~~sponsor~~account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the ~~successor~~prescribed ~~sponsor~~timeframe, or upon the exercise ~~agreed~~of ~~that~~a itredemption right in connection with our initial business combination, we will be ~~liable~~required to usprovide for ~~all~~payment ~~liabilities~~of ~~incurred~~claims byof creditors that were not waived that may be brought against us ~~from~~within ~~February~~the 2310 years following redemption. Accordingly, ~~2024~~the per-share redemption amount received by public shareholders could be less than the $11.79 per share initially held in the trust account, due to claims of such creditors.

WeOur ~~have~~original ~~not~~sponsor ~~independently~~agreed ~~verified~~that ~~whether~~it ~~our~~will ~~original~~be ~~sponsor~~liable orto ~~successor~~us ~~sponsor~~if ~~has~~and ~~sufficient~~to ~~funds~~the toextent ~~satisfy~~any ~~its~~claims ~~indemnity~~by ~~obligations and~~a ~~believe~~vendor ~~that~~(other than our ~~original~~independent ~~sponsor’s~~auditors) for ~~only~~services ~~assets~~rendered ~~are~~or ~~securities~~products ofsold ~~our~~to ~~company. Accordingly~~us, ~~our~~or ~~original~~a ~~sponsor~~prospective ~~and~~target ~~successor sponsor~~business ~~may~~with ~~not~~which we have ~~sufficient~~discussed ~~funds~~entering ~~available~~into toa ~~satisfy~~transaction agreement, ~~those~~reduce ~~obligations.~~the Weamount ~~have~~of ~~not~~funds ~~asked~~in ~~our~~the ~~original~~trust ~~sponsor~~account orto ~~successor~~below ~~sponsor to~~(i) ~~reserve~~$11.79 ~~for~~per public share or (ii) such ~~obligations,~~lesser ~~and~~amount ~~therefore,~~per nopublic share ~~funds~~held ~~are~~in ~~currently~~the ~~set~~trust ~~aside~~account toas ~~cover~~of ~~any~~the ~~such~~date ~~obligations.~~of Asthe aliquidation ~~result,~~of ifthe ~~any~~trust ~~such claims~~account ~~were~~due ~~successfully~~to ~~made~~reductions ~~against~~in the ~~trust~~value ~~account,~~of the ~~funds~~trust ~~available~~assets, in ~~for~~each ~~our~~case ~~initial~~net ~~business~~of ~~combination~~the ~~and~~interest ~~redemptions~~which ~~could~~ may be ~~reduced~~withdrawn to ~~less~~pay ~~than~~taxes, ~~$11.12~~except ~~per~~as ~~public~~to ~~share.~~any Inclaims ~~such~~by ~~event,~~a wethird ~~may~~party ~~not~~who beexecuted ~~able~~a waiver of any and all rights to ~~complete~~seek ~~our~~access ~~initial~~to ~~business~~the ~~combination,~~trust account and ~~you~~ ~~would~~except ~~receive~~as ~~such~~to ~~lesser~~any ~~amount~~claims ~~per~~under ~~share~~our inindemnity ~~connection~~of ~~with~~the ~~any~~underwriters ~~redemption~~as part of ~~your~~our initial public ~~shares.~~offering ~~None~~against ofcertain ~~our~~liabilities, ~~officers~~including orliabilities ~~directors~~under the Securities Act. Moreover, in the event that ~~will~~an ~~indemnify~~executed uswaiver ~~for~~is ~~claims~~deemed byto ~~third~~be ~~parties~~unenforceable ~~including,~~against ~~without~~a ~~limitation~~third party, ~~claims~~our byoriginal ~~vendors~~sponsor ~~and~~will ~~prospective~~not ~~target~~be ~~businesses~~responsible to the extent of any liability for such third-party claims.

If our original sponsor fulfills its foregoing indemnity obligations or our successor sponsor has incurred liabilities on behalf of us but then seeks indemnity for those obligations from us or from the surviving entity in a business combination transaction, that could reduce the consideration payable to you in any such business combination transaction.21

~~Our~~In ~~directors may decide not to enforce the indemnification obligations of our original sponsor~~addition, orpursuant to ~~enforce provisions of~~ the sponsor purchase agreement, ~~allocating~~other ~~our~~than ~~liabilities~~certain expenses allocated to ~~our~~the ~~successor~~original sponsor, ~~resulting~~the insuccessor asponsor agreed ~~reduction~~that init ~~the~~will ~~amount~~be ofliable ~~funds~~to inus ~~the~~for ~~trust account~~all ~~available~~liabilities ~~for~~incurred ~~distribution~~by tous ~~our~~from ~~public~~February ~~shareholders~~23, 2024.

InWe ~~the~~have ~~event~~not ~~that~~independently ~~the~~verified ~~proceeds~~whether inour ~~the~~original ~~trust~~sponsor ~~account~~or ~~are~~successor ~~reduced~~sponsor ~~below~~has ~~the~~sufficient ~~lesser~~funds ofto ~~(i)~~satisfy ~~$11.12~~its ~~per~~indemnity ~~public share or (ii) such lesser amount~~obligations ~~per~~and ~~share~~believe ~~held~~that inour ~~the~~original ~~trust~~sponsor’s ~~account~~only asassets ofare ~~the~~securities ~~date~~ of ~~the~~our ~~liquidation~~company. ofAccordingly, ~~the~~our ~~trust~~original ~~account~~sponsor ~~due~~and ~~to reductions in the value of the trust~~successor ~~assets,~~sponsor inmay ~~each~~not ~~case~~have ~~net~~sufficient offunds ~~the~~available ~~interest~~to ~~which~~satisfy ~~may~~those beobligations. ~~withdrawn~~We tohave ~~pay~~not ~~taxes,~~asked ~~and~~ our original sponsor or successor sponsor ~~asserts that~~ ~~it is unable~~ to ~~satisfy~~reserve ~~its~~for ~~obligations~~such ~~or that it has no indemnification~~ obligations, ~~related~~and ~~to a particular claim~~therefore, ~~our~~no ~~independent directors~~funds ~~would~~are ~~determine~~currently ~~whether~~set aside to ~~take~~cover ~~legal~~any ~~action~~such ~~against~~obligations. ~~our~~As ~~original~~a ~~sponsor~~result, orif ~~successor~~any ~~sponsor to enforce its indemnification~~such ~~obligations.~~claims ~~While~~were wesuccessfully ~~currently~~made ~~expect~~against ~~that~~the ~~our~~trust ~~independent~~account, ~~directors~~the ~~would~~funds ~~take~~available ~~legal~~for ~~action on~~ our ~~behalf~~initial ~~against~~business ~~our~~combination ~~original~~and ~~sponsor~~redemptions could tobe ~~enforce~~reduced ~~its indemnification obligations~~ to ~~us,~~less itthan is$11.79 ~~possible~~per ~~that~~public ~~our~~share. ~~independent~~In ~~directors~~such inevent, ~~exercising~~we ~~their business judgment~~ may ~~choose~~ not tobe doable soto incomplete ~~any~~our ~~particular~~initial ~~instance~~business combination, inand you ~~particularly~~would ~~where~~receive ~~our~~such ~~original~~lesser ~~sponsor~~amount orper ~~successor~~share ~~has~~in noconnection ~~assets.~~with Ifany ~~our~~redemption ~~independent directors~~of ~~choose~~your ~~not~~public toshares. ~~enforce~~None ~~these~~of ~~indemnification~~our ~~obligations,~~officers ~~the~~or ~~amount~~directors will ofindemnify ~~funds~~us infor ~~the~~claims ~~trust~~by ~~account~~third ~~available~~parties ~~for~~including, ~~distribution to~~without ~~our~~limitation, ~~public~~claims ~~shareholders~~by ~~may~~vendors beand ~~reduced~~prospective ~~below~~target ~~$11~~businesses.~~12 per share.~~

If, ~~before~~our ~~distributing~~original ~~the~~sponsor ~~proceeds~~fulfills inits ~~the~~foregoing ~~trust~~indemnity ~~account~~obligations toor our ~~public~~successor ~~shareholders,~~sponsor wehas ~~file~~incurred aliabilities ~~bankruptcy~~on orbehalf ~~winding-up~~of ~~petition~~us ~~or an involuntary~~but ~~bankruptcy~~then orseeks ~~winding-up~~indemnity ~~petition~~for isthose ~~filed~~obligations ~~against~~from us ~~that~~or isfrom ~~not dismissed,~~ the ~~claims~~surviving ofentity ~~creditors~~ in ~~such~~a ~~proceeding~~business ~~may~~combination ~~have~~transaction, ~~priority over~~that ~~the~~could ~~claims of our shareholders and~~ reduce the ~~per-share~~consideration ~~amount~~payable ~~that~~to ~~would~~you ~~otherwise be received by our shareholders~~ in ~~connection~~any ~~with our~~such ~~liquidation~~business ~~may~~combination ~~be reduced~~transaction.

~~If,~~Our ~~before~~directors ~~distributing~~may ~~the~~decide ~~proceeds~~not into enforce the ~~trust~~indemnification ~~account~~obligations toof our ~~public~~original ~~shareholders~~sponsor, ~~we file a bankruptcy~~ or ~~winding-up~~to ~~petition~~enforce orprovisions anof ~~involuntary~~the sponsor ~~bankruptcy~~purchase oragreement ~~winding-up~~allocating ~~petition~~our isliabilities ~~filed~~to ~~against~~our ussuccessor ~~that is not dismissed~~sponsor, ~~the~~resulting ~~proceeds held~~ in ~~the~~a ~~trust~~reduction ~~account could be subject to applicable bankruptcy or insolvency laws and may be included~~ in ~~our bankruptcy estate and subject to~~ the ~~claims~~amount of ~~third~~funds ~~parties~~in ~~with priority over~~ the ~~claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the~~ trust account, ~~the~~available ~~per-share amount~~for ~~that~~distribution ~~would~~to ~~otherwise be received by~~ our ~~shareholders~~public ~~in connection with our liquidation may be reduced~~shareholders.

~~If,~~In ~~after~~the weevent ~~distribute~~that the proceeds in the trust account toare ~~our~~reduced below the lesser of (i) $11.79 per public ~~shareholders~~share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, wein ~~file~~each acase ~~bankruptcy~~net of the interest which may be withdrawn to pay taxes, and our original sponsor or ~~winding-up~~successor ~~petition~~sponsor asserts that it is unable to satisfy its obligations or anthat ~~involuntary~~it has no indemnification obligations related to a particular claim, our independent ~~bankruptcy~~directors would determine whether to take legal action against our original sponsor or ~~winding-up~~successor ~~petition~~sponsor isto ~~filed~~enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our original sponsor to enforce its indemnification obligations to us, ~~that~~it is ~~not~~possible ~~dismissed,~~that aour ~~bankruptcy~~independent ordirectors ~~insolvency~~in ~~court~~exercising their business judgment may ~~seek~~choose not to ~~recover~~do ~~such proceeds,~~so ~~and~~in ~~the~~any ~~members~~particular ofinstance, in particularly where our ~~Board~~original ~~may~~sponsor beor ~~viewed~~successor ashas ~~having~~no ~~breached~~assets. ~~their~~If ~~fiduciary~~our ~~duties~~independent directors choose not to ~~our~~enforce ~~creditors,~~these ~~thereby~~indemnification ~~exposing~~obligations, the ~~members~~ amount of ~~our~~funds ~~Board~~in ~~and~~the ustrust account available for distribution to ~~claims~~our ofpublic ~~punitive~~shareholders ~~damages~~may be reduced below $11.79 per share.

If, ~~after~~before wedistributing ~~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~~the ~~distributions~~claims ~~received~~of bycreditors ~~shareholders~~in ~~could~~such beproceeding ~~viewed under~~may ~~applicable~~have ~~debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent~~priority ~~conveyance.”~~over Asthe aclaims ~~result,~~of aour ~~bankruptcy~~shareholders orand ~~insolvency~~the ~~court~~per-share ~~could~~amount ~~seek~~that towould ~~recover~~otherwise ~~all~~be ~~amounts~~ received by our shareholders. Inin ~~addition,~~connection with our ~~Board~~liquidation 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 creditorsreduced.

22If, 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 proceeds held in the trust account could be subject to applicable bankruptcy or insolvency laws 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 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.

If, after we ~~are~~distribute ~~deemed~~the proceeds in the trust account to beour public shareholders, we file a bankruptcy or winding-up petition or an ~~investment~~involuntary bankruptcy ~~company~~or ~~under~~winding-up ~~the~~petition ~~Investment~~is ~~Company~~filed ~~Act~~against us that is not dismissed, wea ~~may~~bankruptcy beor ~~required~~insolvency tocourt ~~institute~~may ~~burdensome~~seek ~~compliance~~to ~~requirements~~recover such proceeds, and the members of our ~~activities~~Board may be ~~restricted~~viewed as having breached their fiduciary duties to our creditors, ~~which~~thereby ~~may~~exposing ~~make~~the members itof ~~difficult~~our ~~for~~Board and us to ~~complete~~claims ~~our~~of ~~initial~~punitive ~~business combination~~damages.

If, after we ~~are~~distribute ~~deemed~~the proceeds in the trust account to beour public shareholders, we file a bankruptcy or winding-up petition or an ~~investment~~involuntary bankruptcy ~~company~~or ~~under~~winding-up ~~the~~petition ~~Investment~~is ~~Company~~filed ~~Act~~against ofus ~~1940~~that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as ~~amended,~~either (a “preferential transfer” or ~~the~~a ~~Investment~~“fraudulent conveyance.” ~~Company~~As ~~Act)~~a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. In addition, ~~activities~~our Board may be ~~restricted~~viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, ~~including:~~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.

● restrictions on the nature of our investments; and ● restrictions on the issuance of securities; ● each of which may make it difficult for us to complete our initial business combination. ● In addition, we may have imposed upon us burdensome requirements, including: ● registration as an investment company; ● adoption of a specific form of corporate structure; and ● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.22

InIf ~~order~~we ~~not~~are deemed to be ~~regulated as~~ an investment company under the Investment Company Act, ~~unless~~ we ~~can~~may ~~qualify~~be ~~for~~required anto ~~exclusion,~~institute weburdensome ~~must ensure~~compliance ~~that we are engaged primarily in a business other than investing, reinvesting or trading of securities~~ requirements and ~~that~~ our activities do ~~not~~may ~~include~~be ~~investing~~restricted, ~~reinvesting,~~which ~~owning,~~may ~~holding~~make orit ~~trading~~difficult ~~“investment~~for ~~securities”~~us ~~constituting~~to ~~more~~complete ~~than 40% of~~ our ~~assets~~ ~~(exclusive~~initial ofbusiness Ucombination.~~S. government securities and cash items) on an unconsolidated basis.~~

WeIf dowe ~~not~~are ~~believe~~deemed ~~that our principal activities will subject us~~ to ~~the Investment Company Act. To this end, the proceeds held in the trust account were only to~~ be ~~invested~~an ininvestment ~~United~~company ~~States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions~~ under ~~Rule 2a-7 promulgated under~~ the Investment Company Act ~~which invest only in direct U.S. government treasury obligations. By restricting the investment~~ of ~~the proceeds to these instruments~~1940, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account was intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Class A ordinary 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 initial business combination or to redeem 100% of our Class A ordinary shares if we do not complete our initial business combination by November 2, ~~2025, or~~ (~~b) with respect to any other provision relating to the rights of holders of our Class A ordinary shares;~~ or ~~(iii) absent an initial business combination by November 2, 2025, our return of~~ the funds held in the trust account to the public shareholders as part of our redemption of the Class A ordinary shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act~~. If we were deemed to be subject to the Investment Company Act~~), ~~compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder~~ our ~~ability to complete a business combination. If we are unable to complete our initial business combination, our public~~ ~~shareholders~~activities may ~~receive~~be ~~approximately $11.12 per share~~restricted, ~~or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.~~including:

~~Changes in~~● ~~SEC~~restrictions ~~rules~~on ~~affecting~~the ~~SPACs~~nature ~~may~~of ~~adversely~~our ~~affect~~investments; ~~our~~and ~~ability~~● torestrictions ~~negotiate~~on ~~and~~the issuance of securities; ● each of which may make it difficult for us to complete our initial business combination. ● In addition, we may have imposed upon us burdensome requirements, including: ● registration as an investment company; ● adoption of a specific form of corporate structure; and ● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

~~Our~~In ~~consummation~~order ofnot ato ~~business combination may~~ be ~~contingent~~regulated ~~upon~~as ~~our~~an ~~ability~~investment tocompany ~~comply~~under ~~with~~the ~~certain~~Investment ~~laws,~~Company ~~regulations~~Act, ~~interpretations~~unless ~~and applications,~~we ~~and~~can ~~any~~qualify ~~post-business~~for ~~combination~~an ~~company~~exclusion, ~~may~~we bemust ensure ~~subject~~that towe ~~additional~~are ~~laws,~~engaged ~~regulations,~~primarily ~~interpretations~~in ~~and~~a ~~applications. Compliance~~business ~~with~~other ~~the~~than ~~foregoing may be difficult~~investing, ~~time~~reinvesting ~~consuming~~or ~~and~~trading ~~costly.~~of ~~Laws~~securities and ~~regulations~~that ~~and~~our ~~their interpretation and application~~activities ~~may~~do ~~also~~not ~~change~~include ~~from~~investing, ~~time~~reinvesting, ~~to time~~owning, ~~and~~holding ~~those~~or ~~changes~~trading ~~could~~“investment ~~have~~securities” aconstituting ~~material~~more ~~adverse~~than ~~effect~~40% onof our assets ~~business,~~(exclusive ~~including~~of ~~our~~U.S. ~~ability~~government tosecurities ~~negotiate~~ and ~~complete~~cash anitems) ~~initial~~on ~~business~~an ~~combination~~unconsolidated basis.

~~Additionally,~~We ondo ~~January~~not ~~24,~~believe ~~2024,~~that ~~the~~our ~~SEC~~principal ~~(as~~activities ~~defined~~will ~~below)~~subject ~~adopted~~us to the ~~2024~~Investment ~~SPAC~~Company ~~Rules,~~Act. ~~which~~To ~~became~~this ~~effective~~end, onthe ~~July~~proceeds 1,held ~~2024,~~in ~~and~~the ~~may affect~~trust ~~our~~account ~~ability~~were only to ~~effect~~be ainvested ~~business~~in ~~combination~~United ~~transactions.~~States ~~The~~“government ~~2024~~securities” ~~SPAC~~within ~~Rules,~~the ~~among~~meaning ~~other~~of ~~things,~~Section ~~impose~~2(a)(16) ~~additional~~of ~~disclosure~~the ~~requirements~~Investment Company Act having a maturity of 185 days or less or in ~~business~~money ~~combination~~market ~~transactions~~funds ~~involving~~meeting ~~SPACs~~certain ~~and~~conditions ~~private~~under ~~operating~~Rule ~~companies;~~2a-7 ~~amend~~promulgated under the ~~financial~~Investment ~~statement~~Company ~~requirements~~Act ~~applicable~~which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds to these instruments, and by having a business ~~combination~~plan ~~transactions~~targeted ~~involving~~at ~~such~~acquiring ~~companies;~~and ~~update~~growing businesses for the long term (rather than on buying and ~~expand~~selling ~~guidance~~businesses ~~regarding~~in the ~~general~~manner ~~use~~of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of ~~projections~~the Investment Company Act. An investment in our securities is not intended for persons who are ~~SEC~~seeking ~~filings,~~a ~~including~~return ~~requiring~~on ~~disclosure~~investments ofin ~~all~~government ~~material~~securities ~~bases~~or ofinvestment securities. The trust account was intended as a holding place for funds pending the ~~projections~~earliest ~~and~~to ~~all~~occur ~~material~~of ~~assumptions~~either: ~~underlying~~(i) the ~~projections~~completion of our initial business combination; (ii) the redemption of any Class A ordinary shares properly tendered in connection with a shareholder vote to amend our amended and ~~increase~~restated memorandum and articles of association (a) to modify the ~~potential~~substance ~~liability~~or timing of ~~certain~~our ~~participants~~obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in ~~proposed~~connection with our initial business combination ~~transactions.~~or Into ~~addition,~~redeem ~~the~~100% ~~SEC’s~~of our Class A ordinary shares if we ~~adopting~~do ~~release~~not ~~provided~~complete ~~guidance~~our ~~describing~~initial ~~circumstances~~business incombination ~~which~~by aNovember ~~SPAC~~2, ~~could~~2026, ~~become~~or ~~subject~~(b) with respect to ~~regulation~~any ~~under~~other ~~the~~provision ~~Investment~~relating ~~Company~~to the rights ~~Act,~~of ~~including~~holders ~~its~~of ~~duration,~~our ~~asset~~Class ~~composition,~~A ordinary shares; or (iii) absent an initial business ~~purpose~~combination by November 2, ~~and~~2026, ~~the~~our ~~activities~~return of the ~~SPAC~~funds held ~~and~~in ~~its~~the ~~management~~trust ~~team~~account into ~~furtherance~~ the public shareholders as part of ~~such~~our ~~goals~~redemption of the Class A ordinary shares. ~~The~~If ~~2024~~we ~~SPAC~~do ~~Rules~~not ~~and~~invest ~~related~~the proceeds ~~guidance~~as discussed above, we may ~~materially~~be ~~adversely~~deemed ~~affect~~to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to ~~negotiate~~complete ~~and~~a business combination. If we are unable to complete our ~~Business Combination~~initial ~~and~~business combination, our public shareholders may ~~increase~~receive approximately $11.79 per share, or less in certain circumstances, on the ~~costs~~liquidation of our trust account, and our ~~time~~warrants ~~related~~will ~~thereto~~expire worthless.

23Changes in SEC rules affecting SPACs may adversely affect our ability to negotiate and complete our initial business combination.

~~Changes~~Our inconsummation ~~laws~~of ora ~~regulations,~~business orcombination amay ~~failure~~be contingent upon our ability to comply with ~~any~~certain laws, regulations, interpretations and applications, and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with the foregoing may ~~adversely~~be ~~affect~~difficult, time consuming and costly. Laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete ~~our~~an initial business combination~~, and results of operations~~.

WeAdditionally, ~~are~~on ~~subject~~January to24, ~~laws~~2024, ~~and~~the ~~regulations~~SEC ~~enacted~~(as bydefined ~~national~~below) adopted the 2024 SPAC Rules, ~~regional~~which ~~and~~became ~~local~~effective ~~governments.~~on InJuly ~~particular~~1, we2024, ~~are~~and ~~required~~may toaffect ~~comply with~~our ~~certain~~ability ~~SEC~~to ~~and~~effect ~~other~~a ~~legal~~business ~~requirements~~combination transactions. ~~Compliance~~The ~~with~~2024 SPAC Rules, ~~and~~among ~~monitoring~~other ofthings, ~~applicable~~impose ~~laws~~additional ~~and~~disclosure ~~regulations~~requirements in ~~may~~business becombination ~~difficult,~~transactions ~~time consuming~~involving SPACs and ~~costly.~~private ~~Those~~operating ~~laws~~companies; ~~and~~amend ~~regulations~~the ~~and~~financial ~~their~~statement ~~interpretation~~requirements ~~and~~applicable to ~~application~~business ~~may~~combination ~~also~~transactions ~~change~~involving ~~from~~such ~~time~~companies; toupdate ~~time~~ and ~~those~~expand guidance regarding the general use of projections in ~~changes~~SEC ~~could~~filings, ~~have~~including arequiring disclosure of all material ~~adverse~~bases ~~effect~~of onthe ~~our~~projections ~~business,~~and ~~investments~~all material assumptions underlying the projections; and ~~results~~increase the potential liability of ~~operations~~certain participants in proposed business combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a ~~failure~~SPAC could become subject to ~~comply~~regulation under the Investment Company ~~with~~Act, ~~applicable~~including ~~laws~~its orduration, ~~regulations~~asset composition, asbusiness ~~interpreted~~purpose, and ~~applied,~~the ~~could~~activities ~~have~~of athe ~~material~~SPAC ~~adverse~~and ~~effect~~its onmanagement ~~our~~team ~~business,~~in ~~including~~furtherance of such goals. The 2024 SPAC Rules and related guidance may materially adversely affect our ability to negotiate and complete our ~~initial~~Business Combination ~~business~~and ~~combination,~~may increase the costs and ~~results~~time ofrelated ~~operations~~thereto.

~~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.~~23

IfChanges we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in ~~the~~laws ~~ordinary~~or ~~course of business. As a result~~regulations, ~~a liquidator could seek to recover some~~ or ~~all~~a ~~amounts~~failure ~~received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties~~ to uscomply orwith ~~our~~any ~~creditors~~laws and~~/or~~ ~~may have acted in bad faith~~regulations, ~~and~~may ~~thereby~~adversely ~~exposing~~affect ~~themselves and~~ our ~~company to claims~~business, byincluding ~~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~~ability ~~officers,~~to ~~who~~negotiate ~~knowingly~~ and ~~willfully~~complete ~~authorized or permitted any distribution to be paid out of~~ our ~~share~~initial ~~premium account while we were unable to pay our debts as they fall due in the ordinary course of~~ business ~~would~~combination, ~~be guilty of an offence~~ and ~~may~~results ~~be liable to a fine~~ of ~~up to $18,292 and to imprisonment for five years in the Cayman Islands~~operations.

~~Because~~We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are ~~not~~required ~~limited~~ to ~~any~~comply ~~specific~~with certain ~~target~~SEC ~~businesses~~and ~~with~~other ~~which~~legal torequirements. ~~pursue~~Compliance ~~our~~with, ~~initial~~and ~~business~~monitoring ~~combination~~of, ~~you~~applicable ~~will~~laws and regulations may be ~~unable~~difficult, time-consuming and costly. Those laws and regulations and their interpretation and application may also change from time to ~~ascertain~~time, and those changes ~~the~~could ~~merits~~have ora ~~risks~~material adverse effect on our business, investments and results of ~~any~~operations. ~~particular~~In ~~target~~addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business’, including our ability to negotiate and complete our initial business combination, and results of operations.

~~While~~Our weshareholders are focused upon a combination with businesses that participate in the global energy transition ecosystem that are facilitating the way that energy is produced, stored, transmitted, distributed and consumed, we nevertheless may pursue acquisition opportunities in any one of numerous industries or geographic locations. We are not, however, under our amended and restated memorandum and articles of association, permitted to effectuate our business combination with another blank check company or similar company with nominal operations. To the extent we complete our business combination, we may be ~~affected~~held byliable ~~numerous~~for ~~risks~~claims inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by ~~the~~third ~~risks~~parties ~~inherent~~against inus ~~the business and operations of a financially unstable or an early-stage entity. Although our officers and directors will endeavor~~ to ~~evaluate~~ the ~~risks~~extent ~~inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all~~ of ~~the~~distributions ~~significant~~received ~~risk~~by ~~factors~~them orupon ~~that we will have adequate time to complete due diligence. Furthermore, some~~redemption of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.

~~Although~~If we ~~have~~are ~~identified~~forced ~~general~~to ~~criteria~~enter ~~and~~into ~~guidelines~~an insolvent liquidation, any distribution received by shareholders could be viewed as an unlawful payment if it was proved that weimmediately ~~believe~~following ~~are~~the ~~important~~date inon ~~evaluating~~which ~~prospective~~the ~~target~~distribution ~~businesses~~was made, we ~~may enter~~were ~~into~~unable to pay our ~~initial~~debts as they fall due in the ordinary course of business. ~~combination~~As ~~with~~a result, a ~~target~~liquidator ~~that~~could ~~does~~seek ~~not~~to ~~meet~~recover ~~such~~some ~~criteria~~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 ~~guidelines~~may have acted in bad faith, and asthereby aexposing ~~result~~themselves and our company to claims, by paying public shareholders from the ~~target~~trust account prior to addressing ~~business~~the ~~with~~claims ~~which~~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 ~~enter~~were unable ~~into~~to pay our ~~initial~~debts as they fall due in the ordinary course of business ~~combination~~would ~~may~~be ~~not~~guilty ~~have~~of ~~attributes~~an ~~entirely~~offence ~~consistent~~and ~~with~~may ~~our~~be ~~general~~liable ~~criteria~~to a fine of up to $18,292 and ~~guidelines~~to imprisonment for five years in the Cayman Islands.

~~Although~~Because we ~~have~~are ~~identified~~not ~~general~~limited ~~criteria~~to ~~and~~any ~~guidelines~~specific ~~for evaluating prospective~~ target businesses, ~~it is possible that a target business~~ with which weto ~~enter~~pursue ~~into~~ our initial business combination ~~will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines~~, ~~such~~you ~~combination~~will ~~may not~~ be asunable successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to ~~meet any closing condition with a target business that requires us to have a~~ascertain ~~minimum net worth or a certain amount of cash. In addition, if shareholder approval of~~ the ~~transaction~~merits ~~is required by law,~~ or werisks ~~decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval~~ of ~~our~~ ~~initial~~any ~~business~~particular ~~combination if the~~ target business’ ~~does not meet our general criteria and guidelines~~operations. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $11.12 per share on the liquidation of our trust account and our warrants will expire worthless.

24While we are focused upon a combination with businesses that participate in the global energy transition ecosystem that are facilitating the way that energy is produced, stored, transmitted, distributed and consumed, we nevertheless may pursue acquisition opportunities in any one of numerous industries or geographic locations. We are not, however, under our amended and restated memorandum and articles of association, permitted to effectuate our business combination with another blank check company or similar company with nominal operations. To the extent we complete our business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or an early-stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.

WeAlthough ~~are~~we ~~not~~have ~~required~~identified togeneral ~~obtain~~criteria anand ~~opinion~~guidelines ~~from~~that anwe ~~independent~~believe ~~investment~~are ~~banking~~important ~~firm~~in orevaluating ~~from~~prospective ~~another~~target ~~independent~~businesses, ~~entity~~we ~~that~~may enter ~~commonly~~into ~~renders valuation~~our ~~opinions,~~initial ~~and~~business ~~consequently,~~combination ~~you~~with ~~may~~a ~~have~~target nothat ~~assurance~~does ~~from~~not anmeet ~~independent~~such ~~source~~criteria ~~that~~and guidelines, and as a result, the ~~price~~target business with which we ~~are~~enter ~~paying~~into ~~for~~our ~~the~~initial business is ~~fair~~combination tomay ~~our~~not ~~company~~have ~~from~~attributes aentirely ~~financial~~consistent ~~point~~with ofour ~~view~~general criteria and guidelines.

~~Unless~~Although we ~~complete~~have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that the target business with which we enter into our initial business combination ~~with~~will annot ~~affiliated~~have ~~entity,~~all of these positive attributes. If we ~~are~~complete our initial business combination with a target that does not ~~required~~meet tosome ~~obtain~~or anall ~~opinion~~of ~~from~~these anguidelines, ~~independent~~such combination may not be as successful as a ~~investment~~combination ~~banking~~with ~~firm~~a business that does meet all of our general criteria and guidelines. In addition, orif ~~from~~we ~~another~~announce ~~independent~~a ~~entity~~prospective business combination with a target that ~~commonly~~does ~~renders~~not ~~valuation~~meet ~~opinions~~our general criteria and guidelines, ~~that~~a ~~the~~greater ~~price~~number weof ~~are~~shareholders ~~paying~~may isexercise their ~~fair~~redemption rights, which may make it difficult for us to ~~our~~meet ~~company~~any ~~from~~closing condition with a ~~financial~~target ~~point~~business that requires us to have a minimum net worth or a certain amount of ~~view~~cash. IfIn noaddition, ~~opinion~~if shareholder approval of the transaction is ~~obtained~~required by law, ~~our~~or ~~shareholders~~we ~~will~~decide to beobtain ~~relying~~shareholder onapproval ~~the~~for ~~judgment~~business ofor ~~our Board~~other legal reasons, ~~who~~it ~~will~~may ~~determine~~be ~~fair~~more ~~market~~difficult ~~value~~for ~~based~~us onto ~~standards~~attain ~~generally~~shareholder ~~accepted~~approval byof our initial business combination if the ~~financial~~target ~~community~~business does not meet our general criteria and guidelines. ~~Such~~If ~~standards~~we ~~used~~are ~~will~~unable to complete beour ~~disclosed~~initial inbusiness combination, our ~~tender~~public ~~offer~~shareholders ~~documents~~may orreceive ~~proxy~~only ~~solicitation~~approximately ~~materials,~~$11.79 asper ~~applicable,~~share ~~related~~on tothe liquidation of our ~~initial~~trust account ~~business~~and ~~combination~~our warrants will expire worthless.

We may only be able to complete one business combination with the proceeds from our initial public offering and the sale of the private warrants, along with funding from third party sources (which may not be available), which will cause us to be solely dependent on a single business which may have a limited number of products or services, or product candidates. This lack of diversification may negatively impact our operations and profitability.24

~~The~~We ~~net~~are ~~proceeds~~not ~~from~~required ~~our initial public offering and the sale of the private warrants, which was initially $130,142,000, has been reduced significantly due~~ to ~~redemptions~~obtain byan ~~our~~opinion ~~public~~from ~~shareholders~~an inindependent ~~connection~~investment ~~with~~banking ~~the~~firm ~~first~~or ~~extension~~from ~~meeting,~~another ~~the~~independent ~~second~~entity ~~extension~~that ~~meeting and~~commonly ~~the articles amendment meeting and may be further reduced at our meeting to approve our initial business combination. In particular,~~renders atvaluation ~~the first extension meeting a total of 10~~opinions,~~185,471~~ ~~Class A ordinary shares were redeemed; at the second extension meeting a total of 347,980 Class A ordinary shares were redeemed~~ and ~~at the articles amendment meeting a total of 204~~consequently,~~178~~ ~~Class~~you Amay ~~ordinary~~have ~~shares~~no ~~were~~assurance redeemed; at the third extension meeting a total of 1,148,799 Class A ordinary shares were redeemed. This resulted in shareholders holding 11,886,428 publicly-held Class A ordinary shares exercising their right to redeem and as a result, approximately $126,130,989 was distributed from ~~our~~ ~~trust~~an ~~account,~~independent ~~with~~source ~~763,572~~that ~~publicly-held~~the ~~Class~~price Awe ~~ordinary~~are ~~shares~~paying ~~remaining.~~for ~~As of April 15, 2025, there remained approximately $9,080,000 in our trust account. Given~~ the ~~significant percentage of our public shareholders that have elected to redeem their shares in connection~~business ~~with~~is ~~our~~fair ~~first extension meeting, our second extension meeting and our article amendment meeting, and may elect~~ to ~~redeem at a meeting to approve a business combination, thereby reducing~~ our ~~cash~~company ~~resources,~~from ~~we likely will need to secure third party financing in order to successfully effect such~~ a ~~business~~financial ~~combination~~point ~~and~~of ~~there can be no assurance that it will be available to us on terms acceptable to us or at all~~view.

WeUnless ~~may~~we ~~effectuate~~complete our initial business combination with aan ~~single~~affiliated ~~target business or multiple target businesses simultaneously or within a short period of time. However~~entity, we ~~may~~are not berequired ~~able~~ to ~~effectuate~~obtain ~~our~~an ~~initial~~opinion ~~business~~from ~~combination~~an ~~with more than one target business~~independent ~~because~~investment ofbanking ~~various factors~~firm, ~~including~~or ~~the~~from ~~existence~~another ofindependent ~~complex~~entity ~~accounting~~that ~~issues~~commonly ~~and~~renders ~~the~~valuation ~~requirement~~opinions that wethe ~~prepare~~price ~~and~~we ~~file~~are ~~pro~~paying ~~forma~~is ~~financial~~fair ~~statements~~to ~~with~~our ~~the~~company ~~SEC~~from ~~that~~a ~~present operating results and the~~ financial ~~condition~~point of ~~several~~view. ~~target~~If ~~businesses~~no asopinion ifis ~~they had~~obtained, ~~been operated on a combined basis. By completing~~ our ~~initial~~shareholders ~~business~~will ~~combination~~be ~~with~~relying ~~only~~on athe ~~single~~judgment ~~entity, our lack~~ of ~~diversification~~our ~~may~~Board, ~~subject~~who uswill todetermine ~~numerous~~fair ~~economic,~~market ~~competitive~~value ~~and~~based ~~regulatory~~on ~~risks.~~standards ~~Further,~~generally weaccepted ~~would~~by ~~not~~the befinancial ~~able~~community. toSuch ~~diversify~~standards ~~our~~used ~~operations or benefit~~will ~~from~~be ~~the~~disclosed ~~possible~~in ~~spreading~~our oftender ~~risks~~offer documents or ~~offsetting~~proxy ofsolicitation ~~losses~~materials, ~~unlike~~as ~~other~~applicable, ~~entities~~related ~~which may have the resources~~ to ~~complete~~our ~~several~~ initial business ~~combinations in different industries or different areas of a single industry~~combination.

~~Accordingly,~~We may only be able to complete one business combination with the ~~prospects~~proceeds ~~for~~from our ~~success~~initial public offering and the sale of the private warrants, along with funding from third party sources (which may not be: available), which will cause us to be solely dependent on a single business which may have a limited number of products or services, or product candidates. This lack of diversification may negatively impact our operations and profitability.

●The net ~~solely~~proceeds ~~dependent~~from ~~upon~~our initial public offering and the ~~performance~~sale of athe ~~single~~private warrants, which was initially $130,142,000, has been reduced significantly due to redemptions by our public shareholders in connection with the first extension meeting, the second extension meeting and the articles amendment meeting and may be further reduced at our meeting to approve our initial business combination. In particular, at ~~property~~the orfirst ~~asset~~extension meeting a total of 10,185,471 Class A ordinary shares were redeemed; orat ●the ~~dependent~~second ~~upon~~extension meeting a total of 347,980 Class A ordinary shares were redeemed and at the ~~development~~articles oramendment ~~market~~meeting ~~acceptance~~a total of 204,178 Class A ordinary shares were redeemed; at the third extension meeting a ~~single~~total orof ~~limited~~1,148,799 ~~number~~Class A ordinary shares were redeemed; at the fourth extension meeting a total of 711,333 ~~products~~Class A ordinary shares were redeemed. This resulted in shareholders holding 12,597,761 ~~processes~~publicly-held Class A ordinary shares exercising their right to redeem and as a result, ~~services~~in orthe ~~potential~~aggregate, ~~products~~approximately $134,806,989 was distributed from our trust account, with 52,239 publicly-held Class A ordinary shares remaining. As of May 31, 2026, approximately $641,000 remained in our trust account.

25Given the significant percentage of our public shareholders that have elected to redeem their shares in connection with our first extension meeting, our second extension meeting and our article amendment meeting, and may elect to redeem at a meeting to approve a business combination, thereby reducing our cash resources, we likely will need to secure third party financing in order to successfully effect such a business combination and there can be no assurance that it will be available to us on terms acceptable to us or at all.

~~This~~We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, ~~any~~we would not be able to diversify our operations or ~~all~~benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have athe ~~substantial adverse~~resources ~~impact~~to ~~upon~~complete ~~the~~several business ~~particular~~combinations ~~industry~~ in ~~which~~different weindustries ~~may~~or ~~operate~~different ~~subsequent~~areas toof ~~our~~a ~~initial~~single ~~business combination~~industry.

WeAccordingly, ~~may~~the ~~seek~~prospects ~~acquisition~~for ~~opportunities~~our ~~with~~success anmay ~~early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.~~be:

~~Many of~~● ~~the~~solely ~~targets~~dependent ~~that~~upon ~~fall within global energy transition ecosystem are early-stage companies. To~~ the ~~extent~~performance weof ~~complete~~a ~~our~~single ~~initial~~ business ~~combination with an early-stage company~~, aproperty ~~financially unstable business~~ or anasset; ~~entity lacking an established record of sales~~ or ~~earnings, we~~● ~~may~~dependent beupon ~~affected by numerous risks inherent in~~ the ~~operations~~development ~~of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues~~ or ~~earnings,~~market ~~intense~~acceptance ~~competition and~~of ~~difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in~~ a ~~particular~~single ~~target business, we may not be able to properly ascertain~~ or ~~assess~~limited ~~all~~number of ~~the~~products, ~~significant risk factors and we may not have adequate time to complete due diligence. Furthermore~~processes, ~~some~~services ~~of these risks may be outside of our control and leave us with no ability to control~~ or ~~reduce~~potential ~~the chances that those risks will adversely impact a target business~~products.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.25

InThis ~~pursuing~~lack ~~our~~of ~~acquisition~~diversification ~~strategy, we~~ may ~~seek~~subject us to ~~effectuate~~numerous ~~our~~economic, ~~initial~~competitive ~~business~~and ~~combination~~regulatory ~~with a privately held company. Very little public information generally exists about private companies~~risks, ~~and~~any weor ~~could~~all beof ~~required~~which tomay ~~make~~have ~~our decision on whether to pursue~~ a ~~potential~~substantial ~~initial~~adverse ~~business~~impact ~~combination~~upon on the ~~basis~~particular ofindustry ~~limited~~in ~~information,~~ which we may ~~result~~operate insubsequent ato ~~business~~our ~~combination~~initial ~~with~~business ~~a company that is not as profitable as we suspected, if at all~~combination.

~~In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments.~~ We may seek atacquisition aopportunities ~~meeting~~with toan ~~approve~~early-stage ~~our initial business combination~~company, ~~to amend our amended and restated memorandum and articles of association in~~ a ~~manner~~financially ~~that~~unstable ~~will~~business ~~make~~or itan ~~easier~~entity ~~for~~lacking usan toestablished ~~complete our initial~~record ~~business combination, which some~~ of ~~our~~revenue ~~shareholders~~or ~~may not support~~earnings.

InMany ~~order~~of ~~to effectuate an initial business combination, blank check companies have, in~~ the ~~recent~~targets ~~past,~~that ~~amended~~fall ~~various~~within ~~provisions~~global ofenergy ~~their charters~~transition ~~and~~ecosystem ~~modified~~are ~~governing~~early-stage ~~instruments~~companies. ~~For~~To ~~example,~~the ~~blank~~extent ~~check~~we ~~companies~~complete ~~have~~our ~~amended~~initial ~~the~~business combination ~~definition~~with ofan ~~business~~early-stage ~~combination~~company, ~~increased~~ ~~redemption~~a ~~thresholds~~financially ~~and~~unstable ~~extended~~business ~~the~~or ~~time~~an toentity ~~consummate~~lacking an ~~initial~~established ~~business~~record ~~combination.~~of ~~Amending~~sales ~~our~~or ~~amended and restated~~earnings, ~~memorandum~~we ~~and~~may ~~articles~~be ofaffected ~~association~~by ~~requires~~numerous atrisks ~~least~~inherent ain ~~special~~the ~~resolution~~operations of ~~our~~the ~~shareholders~~business aswith awhich ~~matter~~we ~~of Cayman Islands law~~combine. A ~~resolution~~These isrisks ~~deemed~~include toinvesting in be a ~~special~~business ~~resolution~~without as a ~~matter~~proven ofbusiness ~~Cayman~~model ~~Islands~~and ~~law~~with ~~where~~limited ithistorical ~~has~~financial ~~been~~data, ~~approved~~volatile byrevenues ~~either~~or ~~(i)~~earnings, atintense ~~least~~competition ~~two-thirds~~and ~~(or~~difficulties ~~any higher threshold specified~~ in aobtaining ~~company’s~~and ~~articles~~retaining ofkey ~~association)~~personnel. ofAlthough aour ~~company’s~~officers ~~shareholders~~and atdirectors awill ~~general meeting~~endeavor ~~for which notice specifying the intention~~ to ~~propose~~evaluate the ~~resolution~~risks asinherent in a ~~special~~particular ~~resolution~~target ~~has~~business, ~~been~~we ~~given~~may ornot ~~(ii)~~be ifable soto ~~authorized by~~properly aascertain ~~company’s~~or ~~articles~~assess ~~of association, by a unanimous written resolution of~~ all of the ~~company’s~~significant ~~shareholders.~~risk ~~Our~~factors ~~amended~~ and ~~restated~~we ~~memorandum~~may ~~and~~not have ~~articles~~adequate oftime ~~association~~to ~~provide~~complete ~~that~~due ~~special~~diligence. ~~resolutions~~Furthermore, ~~must~~some beof ~~approved~~these ~~either~~risks bymay atbe ~~least~~outside ~~two-thirds~~ of our ~~shareholders~~control ~~who attend~~ and ~~vote~~leave atus awith ~~shareholders~~no ~~meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other~~ability ~~than amendments relating~~ to ~~the~~control ~~appointment~~ or ~~removal~~reduce ~~of directors prior to our initial business combination, which require~~ the ~~approval of~~chances ~~the~~that ~~holders~~those ofrisks atwill ~~least~~adversely ~~90%~~impact ~~of our ordinary shares as, being entitled to do so, vote in~~ a ~~general~~target ~~meeting), or by a unanimous written resolution of all of our shareholders~~business.

26We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

~~The~~In ~~provisions~~pursuing of our ~~amended~~acquisition ~~and~~strategy, ~~restated~~we ~~memorandum~~may ~~and~~seek ~~articles of association that relate~~ to effectuate our ~~pre-~~initial business combination ~~activity may be amended~~ with ~~the~~a ~~approval~~privately ofheld ~~holders~~company. ofVery atlittle public ~~least~~information ~~two-thirds~~generally ofexists ~~our~~about ~~ordinary~~private ~~shares that~~companies, ~~being entitled to do so, attend~~ and ~~vote at~~we acould ~~general meeting, and corresponding provisions of the agreement governing the release of funds from our trust account may~~ be ~~amended with~~required ~~the~~to ~~approval~~make ~~of holders of at least 65% of~~ our ~~then~~decision ~~outstanding~~on ~~ordinary~~whether ~~shares~~to ~~who~~pursue ~~attend and vote at~~ a ~~general meeting, which~~potential isinitial abusiness ~~lower~~combination ~~amendment~~on ~~threshold~~the ~~than~~basis ~~that~~ of ~~some~~limited ~~other~~information, ~~blank~~which ~~check companies. It~~ may beresult ~~easier~~in ~~for~~a ~~us,~~business ~~therefore,~~combination towith ~~amend~~a ~~our~~company ~~amended and~~that ~~restated~~is ~~memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination~~not ~~that~~as ~~some~~profitable ofas ~~our~~we ~~shareholders~~suspected, ~~may~~if ~~not~~at ~~support~~all.

~~Some~~In ~~other~~order ~~blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate~~ to aeffectuate ~~company’s~~an ~~pre-~~initial business combination ~~activity~~, ~~without~~blank ~~approval~~check bycompanies ~~holders~~have, ofin ~~a certain percentage of~~ the ~~company’s shares. In those companies~~past, ~~amendment~~amended ofvarious ~~these~~ provisions ~~typically requires approval by holders holding between 90% and 100%~~ of ~~the company’s public shares. Our amended and restated memorandum and articles of association provide that any of~~ their ~~provisions,~~charters ~~including those related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering~~ and ~~the~~modified ~~private~~governing ~~placement~~instruments. ofWe ~~units into the trust account and not release such amounts except in specified circumstances),~~ may beseek ~~amended if approved by holders of~~ at ~~least two-thirds of our ordinary shares who, being entitled to do so, attend and vote in~~ a ~~general~~ meeting ~~(amendments~~ ~~relating~~ to ~~the~~approve ~~appointment or removal of directors prior to~~ our initial business combination instead require the approval of at least 90% of our shares voting in a general meeting). Corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our then outstanding ordinary shares. Our original sponsor, ~~successor~~ ~~sponsor and other initial shareholders, who collectively beneficially own 80.55% of our shares, may participate in any vote~~ to amend our amended and restated memorandum and articles of association ~~(other than any amendment materially adversely impacting our public shares) and/or trust agreement and will have the discretion to vote~~ in ~~any~~a manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. However, our amended and restated memorandum and articles of association prohibit any amendment of their provisions (i) that ~~would~~will ~~affect~~make ~~our~~it ~~public~~easier ~~shareholders’~~for ~~ability to convert or sell their shares to~~ us ~~in connection with a business combination as described herein or~~ to ~~modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Report if we do not~~ complete our initial business combination ~~within the combination period or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity~~, ~~unless we provide public shareholders with the opportunity~~which tosome ~~redeem~~of ~~their public shares. Furthermore,~~ our ~~original sponsor and other initial~~ shareholders ~~have~~may ~~agreed, pursuant to a written agreement with us, that they will~~ not ~~propose such an amendment unless we provide our public shareholders with the opportunity to redeem their public shares~~support. ~~In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.~~

WeIn ~~may~~order ~~amend~~to effectuate an initial business combination, blank check companies have, in the ~~terms~~recent past, amended various provisions of their charters and modified governing instruments. For example, blank check companies have amended the ~~warrants~~definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination. Amending our amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (i) at least two-thirds (or any higher threshold specified in a ~~manner~~company’s articles of association) of a company’s shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that ~~may~~special resolutions must be ~~adverse~~approved either by at least two-thirds of our shareholders who attend and vote at a shareholders meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating to ~~holders~~the appointment or removal of ~~public~~directors ~~warrants~~prior ~~with~~to our initial business combination, which require the approval of by the holders of at least 90% of our ordinary shares as, being entitled to do so, vote in a ~~majority~~general ofmeeting), ~~the~~or ~~then~~by ~~outstanding~~a ~~public~~unanimous ~~warrants~~written resolution of all of our shareholders.

Our warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding public warrants 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 a majority 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 a majority 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 warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.26

~~Certain~~The ~~agreements~~provisions ~~related~~of our amended and restated memorandum and articles of association that relate to our ~~initial~~pre-business ~~public~~combination ~~offering~~activity may be amended ~~without~~with ~~shareholder~~the approval of holders of at least two-thirds of our ordinary shares that, being entitled to do so, attend and vote at a general meeting, and corresponding provisions of the agreement governing the release of funds from our trust account may be amended with the approval of holders of at least 65% of our then outstanding ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.

~~Certain~~Some ~~agreements,~~other ~~including~~blank check companies have a provision in their charter which prohibits the ~~underwriting~~amendment ~~agreement~~of ~~relating~~certain of its provisions, including those which relate to ~~our~~a ~~initial~~company’s ~~public~~pre-business ~~offering~~combination activity, without approval by holders of a certain percentage of the ~~investment~~company’s shares. ~~management~~In ~~trust~~those ~~agreement~~companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the uscompany’s public shares. Our amended and ~~Continental~~restated ~~Stock~~memorandum ~~Transfer~~and &articles ~~Trust~~of ~~Company~~association ~~(other~~provide ~~than~~that any of their provisions, including ~~contained~~those ~~therein~~related ~~governing~~to pre-business combination activity (including the ~~release~~requirement ofto ~~funds~~deposit ~~from~~proceeds of our initial public offering and the private placement of units into the trust account and not release such amounts except in specified circumstances), ~~the~~may ~~letter~~be ~~agreement~~amended if ~~among~~approved usby ~~and~~holders of at least two-thirds of our ~~original~~ordinary ~~sponsor~~shares who, ~~officers~~being entitled to do so, attend and vote in a general meeting (amendments relating to the appointment or removal of directors, prior to our initial business combination instead require the ~~registration~~approval of ~~rights~~at least 90% of our shares voting in a general meeting). Corresponding provisions of the trust agreement ~~between~~governing the release of usfunds ~~and~~from our trust account may be amended if approved by holders of 65% of our then outstanding ordinary shares. Our original sponsor, successor sponsor and ~~the~~other ~~administrative~~initial ~~and~~shareholders, ~~support~~who ~~services~~collectively ~~agreement~~beneficially ~~between~~own us80.55% ~~and~~of our ~~original sponsor~~shares, may beparticipate ~~amended~~in any vote ~~without~~to ~~shareholder~~amend ~~approval.~~our ~~For~~amended ~~instance,~~and ~~the~~restated ~~successor~~memorandum ~~sponsor~~and ~~was~~articles ~~joined~~of toassociation ~~the~~(other ~~registration~~than ~~rights~~any amendment materially adversely impacting our public shares) and/or trust agreement and will have the ~~administrative and~~discretion ~~support~~to ~~services~~vote ~~agreement~~in ~~was~~any ~~terminated~~manner they choose. As a result, ~~both~~we inmay ~~connection~~be ~~with~~able to amend the ~~sponsor~~provisions ~~alliance.~~of ~~These~~our ~~agreements~~amended ~~contain~~and ~~various~~restated ~~provisions that~~memorandum and articles of association which govern our ~~public~~pre-business ~~shareholders~~combination ~~might~~behavior more ~~deem~~easily tothan besome ~~material.~~other ~~For~~blank ~~example~~check companies, ~~the~~and ~~underwriting~~this ~~agreement~~may ~~related~~increase our ability to complete our initial ~~public~~business ~~offering~~combination with ~~contained~~which ayou ~~covenant~~do ~~that~~not ~~the~~agree. ~~target~~However, ~~company~~our ~~that~~amended weand ~~acquire~~restated ~~must~~memorandum ~~have~~and aarticles ~~fair~~of ~~market~~association ~~value~~prohibit ~~equal~~any toamendment atof ~~least~~their ~~80%~~provisions (i) ofthat ~~the~~would ~~balance~~affect inour ~~the trust~~public ~~account~~shareholders’ atability ~~the~~to ~~time~~convert ofor ~~signing~~sell ~~the~~their ~~definitive~~shares ~~agreement~~to ~~for~~us ~~the~~in ~~transaction~~connection with ~~such~~a ~~target~~ business ~~(excluding taxes payable~~combination onas ~~the~~described ~~income~~herein ~~earned~~or onto modify the ~~trust~~substance ~~account)~~or sotiming ~~long~~of asthe weredemption ~~maintain~~rights aprovided ~~listing~~to ~~for~~shareholders ~~our~~as ~~securities~~described onin ~~the~~this ~~Nasdaq.~~Annual Report ~~While~~if we do not ~~expect~~ complete our ~~Board~~initial tobusiness ~~approve~~combination ~~any~~within ~~further~~the ~~amendment~~combination period or (ii) with respect to any ofother ~~these~~provision relating ~~agreements~~to ~~prior~~shareholders’ torights ~~our~~or pre-initial business combination activity, itunless ~~may~~we beprovide ~~possible~~public ~~that~~shareholders with the opportunity ~~our~~to ~~Board,~~redeem intheir ~~exercising~~public ~~its~~shares. ~~business~~Furthermore, ~~judgment~~our original sponsor and ~~subject~~other toinitial ~~its~~shareholders ~~fiduciary~~have ~~duties~~agreed, ~~chooses~~pursuant to ~~approve~~a ~~one~~written oragreement with ~~more~~us, ~~amendments~~that tothey ~~any~~ will not propose such ~~agreement~~an inamendment ~~connection~~unless we provide our public shareholders with the ~~consummation~~opportunity ofto ~~our~~redeem ~~initial~~their public ~~business combination~~shares. ~~Any~~In ~~such~~certain ~~amendment~~circumstances, our shareholders may ~~have~~pursue anremedies ~~adverse~~against ~~effect on~~us ~~the~~for ~~value~~any breach of anour ~~investment~~amended inand ~~our~~restated ~~securities~~memorandum and articles of association.

27We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants.

~~Because~~Our wewarrants ~~must~~have ~~furnish~~been ~~our~~issued ~~shareholders~~in ~~with~~registered ~~target~~form ~~business~~under ~~financial~~a ~~statements~~warrant agreement between Continental Stock Transfer & Trust Company, weas warrant agent, and us. The warrant agreement provides that the terms of the warrants may ~~lose~~be amended without the ~~ability~~consent of any holder to ~~complete~~cure any anambiguity ~~otherwise~~or ~~advantageous~~correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding ~~initial~~public ~~business~~warrants ~~combination~~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 a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with ~~some~~the ~~prospective~~consent ~~target~~of ~~businesses~~at least a majority 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 warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

~~U.S.~~Certain ~~federal~~agreements ~~proxy~~related ~~regulations 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~~initial ~~offer~~public ~~documents,~~offering ~~whether or not they are required under the tender offer rules. These financial statements~~ may be ~~required~~amended towithout beshareholder ~~prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U~~approval.S. GAAP, or international financing reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or 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 initial business combination within the prescribed time frame.

WeCertain ~~are~~agreements, anincluding ~~emerging~~the ~~growth~~underwriting ~~company~~agreement relating to our initial public offering, the investment management trust agreement between us and aContinental ~~smaller~~Stock ~~reporting~~Transfer ~~company~~& ~~within~~Trust Company (other than provisions contained therein governing the ~~meaning~~release of funds from our trust account), the ~~Securities~~letter ~~Act~~agreement among us and our original sponsor, officers and wedirectors, ~~take~~the ~~advantage~~registration ofrights ~~certain~~agreement between ~~exemptions~~us ~~from~~and ~~disclosure~~our ~~requirements~~original ~~available~~sponsor, and the administrative and support services agreement between us and our original sponsor, may be amended without shareholder approval. For instance, the successor sponsor was joined to ~~emerging~~the ~~growth~~registration ~~companies~~rights oragreement ~~smaller~~and ~~reporting~~the ~~companies~~administrative and support services agreement was terminated, ~~which~~both ~~could~~in ~~make~~connection with the sponsor alliance. These agreements contain various provisions that our public shareholders might deem to be material. For example, the underwriting agreement related to our initial public offering contained a covenant that the target company that we acquire must have a fair market value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for the transaction with such target business (excluding taxes payable on the income earned on the trust account) so long as we maintain a listing for our securities on the Nasdaq. While we do not expect ~~less~~our ~~attractive~~Board to ~~investors~~approve ~~and~~any ~~may~~further ~~make~~amendment to any of these agreements prior to our initial business combination, it may be possible that our Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more ~~difficult~~amendments to ~~compare~~any such ~~our~~agreement ~~performance~~in connection with ~~other~~the ~~public~~consummation ~~companies~~of our initial business combination. Any such amendment may have an adverse effect on the value of an investment in our securities.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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 do not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot assure you that investors will not find our securities less attractive because we rely on these exemptions, which may cause the trading prices of our securities to be lower than they otherwise would be. There may also be a less active trading market for our securities and the trading prices of our securities may be more volatile.27

~~Further,~~Because ~~Section~~we ~~102(b)(1)~~must offurnish ~~the~~our ~~JOBS~~shareholders ~~Act exempts emerging growth companies from being required to comply~~ with ~~new~~target orbusiness ~~revised~~ financial ~~accounting standards until private companies (that is~~statements, ~~those~~we ~~that~~may ~~have~~lose ~~not had a Securities Act registration statement declared effective or do not have a class of securities registered under~~ the ~~Exchange~~ability ~~Act) are required~~ to ~~comply~~complete 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 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~~otherwise ~~growth company, can adopt the new or revised standard at the time private companies adopt the new or revised~~advantageous ~~standard.~~initial ~~This~~business ~~may~~combination ~~make comparison of our financial statements~~ with ~~another~~some ~~public~~prospective ~~company~~target 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 usedbusinesses.

~~Additionally,~~U.S. wefederal ~~are~~proxy aregulations ~~“smaller~~require ~~reporting~~that ~~company”~~a asproxy ~~defined~~statement inwith ~~Rule~~respect ~~10(f)(1)~~to ofa ~~Regulation~~vote ~~S-K.~~on ~~Smaller~~a ~~reporting~~business ~~companies~~combination ~~may~~meeting ~~take~~certain financial significance ~~advantage~~tests ofinclude ~~certain~~historical ~~reduced~~and/or ~~disclosure~~pro ~~obligations,~~forma ~~including,~~financial ~~among~~statement ~~other~~disclosure ~~things,~~in ~~providing~~periodic ~~only~~reports. ~~two~~We ~~years~~will ofinclude ~~audited~~the same financial ~~statements.~~statement Wedisclosure ~~will~~in ~~remain~~connection awith ~~smaller~~our ~~reporting~~tender ~~company~~offer ~~until~~documents, ~~the~~whether ~~last~~or ~~day~~not ofthey are required under the ~~fiscal~~tender ~~year~~offer inrules. ~~which~~These ~~(i)~~financial statements ~~the~~may ~~market~~be ~~value~~required ofto ~~our~~be ~~ordinary~~prepared ~~shares held~~in byaccordance ~~non-affiliates~~with, ~~exceeds~~or ~~$250~~be ~~million~~reconciled asto, ofaccounting principles generally accepted in the ~~end~~United States of ~~that~~America, ~~year’s~~or ~~second~~U.S. ~~fiscal~~GAAP, ~~quarter~~ or ~~(ii)~~international ~~our~~financing ~~annual~~reporting ~~revenues~~standards ~~exceeded $100~~as ~~million~~issued ~~during~~by ~~such~~the ~~completed~~International ~~fiscal~~Accounting ~~year~~Standards Board, or IFRS, depending on the circumstances and the ~~market~~historical ~~value~~financial ofstatements ~~our~~may ~~ordinary~~be ~~shares~~required ~~held~~to bybe ~~non-affiliates~~audited ~~exceeds~~in ~~$700~~accordance ~~million~~with the asstandards of the ~~end~~Public ofCompany ~~that~~Accounting ~~year’s~~Oversight ~~second~~Board ~~fiscal~~(United ~~quarter~~States), or PCAOB. ~~Because~~These wefinancial ~~take~~statement ~~advantage~~requirements may limit the pool of ~~such~~potential ~~reduced~~target ~~disclosure~~businesses ~~obligations,~~we itmay acquire because some targets may ~~also~~be unable to provide such financial statements in time ~~make~~for ~~comparison~~us ofto ~~our~~disclose such financial statements in accordance with ~~other~~federal ~~public~~proxy ~~companies~~rules ~~difficult~~and orcomplete ~~impossible~~our initial business combination within the prescribed time frame.

~~Compliance~~We ~~obligations~~are ~~under~~an emerging growth company and a smaller reporting company within the ~~Sarbanes-Oxley~~meaning of the Securities Act, ~~may~~and ~~make~~we ittake ~~more~~advantage ~~difficult~~of ~~for~~certain exemptions usfrom disclosure requirements available to ~~effectuate~~emerging ~~our~~growth ~~initial~~companies ~~business~~or ~~combination~~smaller reporting companies, ~~require~~which ~~substantial~~could make our securities ~~financial~~less ~~and~~attractive ~~management~~to ~~resources,~~investors and ~~increase~~may ~~the~~make ~~time~~it ~~and~~more ~~costs~~difficult ofto ~~completing~~compare anour ~~acquisition~~performance with other public companies.

~~Section~~We ~~404~~are ofan ~~the~~“emerging ~~Sarbanes-Oxley~~growth ~~Act~~company” ~~requires~~within ~~that~~the wemeaning ~~evaluate~~of ~~and~~the ~~report~~Securities onAct, ~~our~~as ~~system~~modified ofby ~~internal~~the ~~controls.~~JOBS WeAct, ~~are~~and ~~not~~we ~~deemed~~take toadvantage of becertain aexemptions ~~large accelerated~~from ~~filer~~various orreporting anrequirements ~~accelerated~~that ~~filer,~~are ~~and~~applicable weto ~~qualify~~other aspublic ancompanies that are not emerging growth companies ~~company; therefore~~including, webut ~~are~~not limited to, not being required to comply with the ~~independent~~auditor ~~registered~~attestation ~~public~~requirements ~~accounting~~of ~~firm~~Section ~~attestation~~404 ~~requirement~~of onthe Sarbanes-Oxley ~~our~~Act, ~~internal~~reduced ~~control~~disclosure ~~over~~obligations ~~financial~~regarding ~~reporting.~~executive ~~Further~~compensation in our periodic reports and proxy statements, and ~~for~~exemptions asfrom ~~long~~the asrequirements weof ~~remain~~holding ana ~~emerging~~nonbinding ~~growth~~advisory ~~company~~vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, weour ~~will~~shareholders do not behave ~~required~~access to ~~comply~~certain ~~with~~information ~~the~~they ~~independent~~may ~~registered~~deem ~~public accounting~~important. ~~firm~~We ~~attestation~~could ~~requirement~~be onan ~~our~~emerging ~~internal~~growth ~~control~~company ~~over~~for ~~financial~~up ~~reporting.~~to ~~The~~five ~~fact~~years, ~~that~~although wecircumstances ~~are~~could acause ~~blank~~us ~~check~~to ~~company~~lose ~~makes~~that ~~compliance~~status earlier, including ~~with~~if the ~~requirements~~market value of ~~the~~our ~~Sarbanes-Oxley~~ordinary ~~Act~~shares ~~particularly~~held ~~burdensome~~by onnon-affiliates usexceeds $700 million as ~~compared~~of tothe ~~other~~end ~~public~~of ~~companies~~any ~~because~~second quarter of a ~~target~~fiscal ~~company~~year, ~~with~~in which case we ~~seek~~would tono ~~complete~~longer ~~our~~be ~~initial~~an ~~business~~emerging ~~combination~~growth ~~may~~company ~~not~~as beof inthe ~~compliance~~end ~~with~~of ~~the~~such ~~provisions~~fiscal ofyear. ~~the~~We ~~Sarbanes-Oxley~~cannot assure you that investors ~~Act~~will ~~regarding~~not ~~adequacy~~find ofour ~~its~~securities ~~internal~~less ~~controls.~~attractive ~~The~~because ~~development~~we ofrely on these exemptions, which may cause the ~~internal~~trading ~~control~~prices of ~~any~~our ~~such~~securities to ~~entity~~be tolower ~~achieve~~than ~~compliance~~they ~~with the~~otherwise ~~Sarbanes-Oxley~~would ~~Act~~be. There may ~~increase~~also ~~the~~be ~~time~~a less active trading market for our securities and ~~costs~~the ~~necessary~~trading toprices ~~complete~~of our ~~any~~securities ~~such~~may ~~acquisition~~be more volatile.

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 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.

WeAdditionally, ~~may~~we beare ~~deemed~~ a “~~foreign~~smaller ~~person~~reporting company” ~~and~~as ~~therefore~~defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may ~~not~~take advantage beof ~~able~~certain toreduced ~~complete~~disclosure ~~our~~obligations, ~~business~~including, ~~combination~~among ~~because~~other ~~such~~things, ~~transaction~~providing only two years of audited financial statements. ~~may~~We bewill ~~subject~~remain toa ~~regulatory~~smaller ~~review~~reporting ~~and~~company ~~approval~~until ~~requirements,~~the ~~including~~last ~~pursuant~~day toof ~~foreign~~the ~~investment~~fiscal ~~regulations~~year ~~and~~in ~~review~~which (i) the market value of our ordinary shares held by ~~governmental~~non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter or (ii) our annual revenues exceeded ~~entities~~$100 million during such ascompleted fiscal year and the ~~Committee~~market onvalue ~~Foreign~~of ~~Investment~~our inordinary shares held by non-affiliates exceeds $700 million as of the ~~United~~end ~~States~~of that year’s second fiscal quarter. Because we take advantage of such reduced disclosure obligations, orit may bealso make ~~ultimately~~comparison ~~prohibited~~of our financial statements with other public companies difficult or impossible.

~~Our~~Compliance ~~successor~~obligations ~~sponsor,~~under ~~ARWM~~the ~~Inc Pte. Ltd, is controlled by non~~Sarbanes-~~U.S.~~Oxley ~~persons.~~Act We may ~~pursue~~make ait ~~business~~more ~~combination~~difficult ~~target~~for inus ~~any business or industry and across any geographical region, including in the United States. Certain transactions in the United States are subject~~ to ~~specific~~effectuate ~~rules or regulations that may limit, prohibit, or create additional requirements with respect to foreign ownership of a U.S. company. In particular,~~ our initial business combination, if effected with a U.S. target company, may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, the Committee on Foreign Investment in the United States (“CFIUS”) has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require ~~certain foreign investors to make mandatory~~substantial ~~filings,~~financial ~~to charge filing fees related to such filings,~~ and tomanagement self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national securityresources, CFIUS has the power to impose restrictions on the investment or recommend that the President of the United States prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and ~~structure~~increase of the ~~transaction,~~time ~~the nationality of the parties, the level of beneficial ownership interest~~ and ~~the~~costs ~~nature~~ of ~~any~~completing ~~information~~an ~~or governance rights involved~~acquisition.

AsSection ~~such,~~404 aof ~~business~~the ~~combination~~Sarbanes-Oxley ~~with~~Act arequires ~~U.S.~~that ~~business~~we orevaluate ~~foreign~~and ~~business~~report ~~with~~on ~~U.S.~~our ~~operations~~system ~~that~~of weinternal ~~may~~controls. ~~wish~~We toare ~~pursue~~not ~~may~~deemed ~~be subject~~ to ~~CFIUS~~be ~~review. If~~ a ~~particular~~large accelerated ~~proposed~~filer ~~business~~or ~~combination~~an ~~with~~accelerated afiler, ~~U.S.~~and ~~business~~we ~~falls~~qualify ~~within~~as ~~CFIUS’s~~an ~~jurisdiction,~~emerging wegrowth ~~may~~company; ~~determine that~~therefore, we are not required to ~~make~~comply awith the ~~mandatory~~independent ~~filing~~registered orpublic ~~that~~accounting wefirm ~~will~~attestation ~~submit~~requirement ~~to CFIUS review~~ on aour ~~voluntary~~internal ~~basis,~~control orover tofinancial ~~proceed~~reporting. ~~with~~Further, for ~~the~~as ~~transaction without~~long ~~submitting~~as towe ~~CFIUS~~remain ~~and~~an ~~risk~~emerging ~~CFIUS~~growth ~~intervention~~company, ~~before~~we orwill ~~after~~not ~~closing~~be ~~the~~required ~~transaction. CFIUS may decide~~ to ~~delay~~comply orwith ~~recommend that~~ the ~~President~~independent ofregistered ~~the~~public ~~United~~accounting firm ~~States~~attestation ~~block~~requirement on our ~~proposed~~internal ~~initial~~control ~~business~~over ~~combination,~~financial ~~require~~reporting. ~~conditions~~The ~~with~~fact ~~respect~~that towe ~~such~~are ~~initial business~~a ~~combination~~blank orcheck ~~recommend~~company ~~that~~makes compliance with the ~~President~~requirements of the ~~United~~Sarbanes-Oxley ~~States~~Act ~~order~~particularly usburdensome toon ~~divest~~us ~~all~~as orcompared ato ~~portion~~other ofpublic ~~the~~companies ~~U.S.~~because ~~target~~a ~~business~~target ofcompany ~~our~~with ~~business~~which ~~combination that~~ we ~~acquired~~seek ~~without~~to ~~first~~complete ~~obtaining~~our ~~CFIUS~~initial ~~approval,~~business ~~which~~combination may ~~limit~~not be in compliance with the ~~attractiveness~~provisions of, orthe ~~delay~~Sarbanes-Oxley orAct ~~prevent~~regarding usadequacy ~~from~~of ~~pursuing,~~its ~~certain~~internal ~~target~~controls. ~~companies~~The ~~that~~development weof ~~believe~~the ~~would~~internal ~~otherwise~~control beof ~~beneficial~~any tosuch usentity ~~and~~to ~~our~~achieve ~~shareholders.~~compliance ~~In addition,~~with ~~certain~~the ~~types~~Sarbanes-Oxley ofAct ~~U.S. businesses~~ may beincrease ~~subject~~the totime ~~rules~~and orcosts ~~regulations~~necessary ~~that~~to ~~limit~~complete orany ~~impose~~such ~~requirements with respect to foreign ownership~~acquisition.

If CFIUS determines it has jurisdiction, CFIUS may decide to recommend a block or delay our business combination, or require conditions with respect to it, which may delay or prevent us from consummating a potential transaction. It is unclear at this stage whether our potential business combination transaction would fall within CFIUS’s jurisdiction, and if so, whether we would be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS.28

~~The~~We ~~process~~may ~~of government review, whether by CFIUS or otherwise, could~~ be ~~lengthy.~~deemed ~~Because we have only~~ a ~~limited~~“foreign ~~amount~~person” ~~time~~and ~~left~~therefore ~~to complete our business combination, our failure to obtain any required approvals within the requisite time period~~ may ~~require~~not usbe toable ~~liquidate. If we are unable~~ to ~~consummate~~complete our ~~initial~~ business combination ~~within~~because the applicable time period required, including as a result of extended regulatory review, we will, as promptly as reasonably possible, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such ~~redemption, subject to the approval of our remaining~~transaction ~~shareholders~~may ~~and~~be ~~our Board, liquidate and dissolve,~~ subject ~~in each case~~ to ~~our~~regulatory ~~obligations~~review ~~under Cayman law to provide for claims of creditors~~ and ~~the~~approval requirements ~~of other applicable law. In such event~~, ~~our~~including ~~shareholders~~pursuant ~~will miss the opportunity~~ to ~~benefit~~foreign ~~from an~~ investment inregulations ~~a target company~~ and ~~the~~review ~~chance~~by ofgovernmental entities ~~realizing~~such ~~future~~as ~~gains~~the ~~through~~Committee ~~any~~on ~~price~~Foreign ~~appreciation~~Investment in the ~~combined~~United ~~company. Additionally~~States, ~~our~~ ~~warrants~~or ~~will become worthless. As a result, the pool of potential targets with which we could complete a business combination~~ may be ~~limited and we may~~ be ~~adversely~~ultimately ~~affected in terms of competing with other SPACs which do not have similar ties to non-U~~prohibited.~~S. persons.~~

29Our successor sponsor, ARWM Inc Pte. Ltd, is controlled by non-U.S. persons. We may pursue a business combination target in any business or industry and across any geographical region, including in the United States. Certain transactions in the United States are subject to specific rules or regulations that may limit, prohibit, or create additional requirements with respect to foreign ownership of a U.S. company. In particular, our initial business combination, if effected with a U.S. target company, may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, the Committee on Foreign Investment in the United States (“CFIUS”) has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President of the United States prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

~~Resources~~As ~~could~~such, a business combination with a U.S. business or foreign business with U.S. operations that we may wish to pursue may be ~~wasted~~subject to inCFIUS ~~researching~~review. ~~acquisitions~~If a particular proposed business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are ~~not~~required ~~completed,~~to ~~which~~make ~~could~~a ~~materially~~mandatory ~~adversely~~filing ~~affect~~or ~~subsequent~~that ~~attempts~~we will submit to ~~locate~~CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and ~~acquire~~risk CFIUS intervention, before or ~~merge~~after ~~with~~closing ~~another~~the ~~business~~transaction. IfCFIUS wemay ~~are~~decide ~~unable~~ to ~~complete~~delay or recommend that the President of the United States block our proposed initial business combination, ~~our~~require ~~public~~conditions ~~shareholders~~with ~~may~~respect to such initial ~~receive~~business ~~only~~combination ~~approximately~~or ~~$11.12~~recommend ~~per~~that ~~share,~~the orPresident ~~less~~of ~~than~~the ~~such~~United ~~amount~~States inorder ~~certain~~us ~~circumstances,~~to ondivest all or a portion of the ~~liquidation~~U.S. target business of our ~~trust~~business ~~account~~combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, or delay or prevent us from pursuing, certain target companies that we believe would otherwise be beneficial to us and our ~~warrants~~shareholders. ~~will~~In ~~expire~~addition, certain ~~worthless~~types of U.S. businesses may be subject to rules or regulations that limit or impose requirements with respect to foreign ownership.

~~The~~If ~~investigation~~CFIUS ofdetermines ~~each~~it ~~specific~~has ~~target business and the negotiation~~jurisdiction, ~~drafting~~CFIUS ~~and~~may ~~execution of relevant agreements, disclosure documents and other instruments requires substantial management time and attention and substantial costs for accountants, attorneys and others. If we~~ decide ~~not~~ to ~~complete~~recommend a ~~specific~~block ~~initial~~or delay our business combination, ~~the~~or ~~costs~~require ~~incurred up to that point for the proposed transaction~~conditions ~~likely~~with ~~would~~respect ~~not be recoverable. Furthermore, if we reach an agreement relating~~ to ~~a specific target business~~it, wewhich may ~~fail~~delay toor ~~complete our~~prevent ~~initial~~us ~~business~~from ~~combination~~consummating ~~for~~a ~~any~~potential ~~number of reasons including those beyond our control~~transaction. ~~Any~~It ~~such~~is ~~event~~unclear ~~will~~at ~~result~~this instage awhether ~~loss to~~our uspotential ~~of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another~~ business. Ifcombination wetransaction ~~are~~would ~~unable~~fall towithin ~~complete~~CFIUS’s ~~our initial business combination~~jurisdiction, ~~our public shareholders may receive only approximately $11.12 per share on the liquidation of our trust account~~ and ~~our~~if ~~warrants will expire worthless. See “- If third parties bring claims against us~~so, ~~the~~whether ~~proceeds~~we ~~held~~would ~~in the trust account could~~ be ~~reduced~~required ~~and~~to ~~the~~make a ~~per-share~~mandatory ~~redemption~~filing ~~amount~~or ~~received~~determine byto ~~shareholders~~submit ~~may be~~a ~~less~~voluntary ~~than~~notice ~~$11.12~~to ~~per share” and other risk factors~~CFIUS.

~~Our~~The ~~internal~~process ~~computer~~of ~~systems~~government review, whether by CFIUS or ~~those~~otherwise, could be lengthy. Because we have only a limited amount time left to complete our business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required, including as a result of extended regulatory review, we will, as promptly as reasonably possible, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our ~~third-party~~remaining shareholders ~~contractors~~and orour ~~consultants~~Board, ~~may~~liquidate ~~fail~~and ordissolve, ~~suffer~~subject ~~security~~in ~~breaches~~each case to our obligations under Cayman law to provide for claims of creditors and the requirements of other applicable law. In such event, ~~which~~our ~~could~~shareholders will miss the opportunity to benefit from an ~~result~~investment in a ~~material~~target ~~disruption~~company and the chance of realizing future gains through any price appreciation in the combined company. Additionally, our ~~operations~~warrants ~~and~~will become worthless. As a result, the pool of potential targets with which we could complete a business combination ~~plans~~may be limited and we may be adversely affected in terms of competing with other SPACs which do not have similar ties to non-U.S. persons.

In the ordinary course of our business, we collect, store and transmit confidential information. Despite the implementation of security measures, our internal computer systems and those of our third-party contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. We rely on industry accepted measures and technology to secure confidential and proprietary information maintained on our computer systems. However, these measures and technology may not adequately prevent security breaches. While we do not believe that we have experienced any such system failure, accident, or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a loss of clinical trial data for our product candidates that could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Cyberattacks are increasing in their frequency, sophistication, and intensity. Cyberattacks could include the deployment of harmful malware, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity and availability of information. Significant disruptions of our information technology systems or security breaches could adversely affect our business operations and/or result in the loss, misappropriation, and/or unauthorized access, use or disclosure of, or the prevention of access to, confidential information (including trade secrets or other intellectual property, proprietary business information and personal information), and could result in financial, legal, business, and reputational harm to us. To the extent that any disruption or security breach results in a loss of or damage to our data or applications or other data or applications relating to our operations and business combination plan, or inappropriate disclosure of confidential or proprietary information, we could incur liabilities and our business combination plans could be delayed.29

~~Risks~~Resources ~~Relating~~could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $11.79 per share, or less than such amount in certain circumstances, on the ~~Post-Business~~liquidation ~~Combination~~of ~~Company~~our trust account and our warrants will expire worthless.

IfThe investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments requires substantial management time and attention and substantial costs for accountants, attorneys and others. If we ~~effect~~decide not to complete a specific initial business combination, ~~with~~the acosts ~~company~~incurred ~~located~~up into athat ~~foreign~~point ~~jurisdiction,~~for wethe proposed transaction likely would not be ~~subject~~recoverable. Furthermore, if we reach an agreement relating to a ~~variety~~specific target business, we may fail to complete our initial business combination for any number of ~~additional~~reasons ~~risks~~including those beyond our control. Any such event will result in a loss to ~~that~~us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may ~~negatively~~receive ~~impact~~only approximately $11.79 per share on the liquidation of our ~~operations~~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 $11.79 per share” and other risk factors.

IfOur weinternal ~~pursue~~computer asystems, ~~target company with operations~~ or ~~opportunities~~those ~~outside~~ of ~~the United States for~~ our ~~initial~~third-party ~~business~~contractors ~~combination~~or consultants, we may ~~face~~ ~~additional~~fail ~~burdens~~or insuffer ~~connection~~security ~~with investigating~~breaches, ~~agreeing~~which tocould result ~~and~~in ~~completing~~a ~~such~~material ~~initial~~disruption ~~business~~of ~~combination,~~our operations and ~~if we effect such initial~~ business combination, ~~we would be subject to a variety of additional risks that may negatively impact our operations~~plans.

~~For~~In ~~example~~the ordinary course of our business, we ~~would~~collect, bestore ~~subject~~and totransmit ~~risks~~confidential ~~associated~~information. ~~with~~Despite ~~cross~~the implementation of security measures, our internal computer systems and those of our third-~~border~~party ~~business~~contractors ~~combinations~~and consultants are vulnerable to damage from computer viruses, ~~including~~unauthorized inaccess, ~~connection~~natural ~~with~~disasters, ~~conducting~~terrorism, ~~due~~war and telecommunication and electrical failures. We rely on industry accepted ~~diligence~~measures inand atechnology ~~foreign~~to ~~jurisdiction~~secure confidential and proprietary information maintained on our computer systems. However, ~~having~~these ~~such~~measures and ~~transaction~~technology ~~approved~~may bynot adequately prevent security breaches. While we do not believe that we have experienced any ~~local~~such ~~governments~~system failure, accident, ~~regulators~~ or ~~agencies~~security breach to date, if such an event were to occur and ~~changes~~cause interruptions in our operations, it could result in a ~~the~~loss ~~purchase~~of ~~price~~clinical ~~based~~trial ondata ~~fluctuations~~for our product candidates that could result in ~~foreign~~delays ~~exchange~~in ~~rates~~our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. IfCyberattacks weare ~~effect~~increasing in their frequency, sophistication, and intensity. Cyberattacks could include the deployment of harmful malware, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity and availability of information. Significant disruptions of our ~~initial~~information technology systems or security breaches could adversely affect our business ~~combination~~operations ~~with~~and/or ~~such~~result ain ~~company~~the loss, misappropriation, and/or unauthorized weaccess, ~~would~~use beor ~~subject~~disclosure of, or the prevention of access to, ~~any~~confidential ~~special~~information ~~considerations~~(including trade secrets or ~~risks~~other ~~associated~~intellectual property, ~~with~~proprietary ~~companies~~business ~~operating~~information and personal information), and could result in anfinancial, ~~international~~legal, ~~setting~~business, ~~including~~and reputational harm to us. To the extent that any disruption or security breach results in a loss of ~~the~~or ~~following:~~damage to our data or applications or other data or applications relating to our operations and business combination plan, or inappropriate disclosure of confidential or proprietary information, we could incur liabilities and our business combination plans could be delayed.

●Risks Relating costs and difficulties inherent in managing cross-border business operations; ● rules and regulations regarding currency redemption; ● complex corporate withholding taxes on individuals; ● 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; ● transparency issues in general and, more specifically,~~ the ~~U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other anti~~Post-~~corruption~~Business ~~compliance~~Combination laws and issues; ● unexpected changes in regulatory requirements; ● challenges in managing and staffing international operations; ● 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 and wars; ● adverse impacts from Russia’s invasion of Ukraine, including increased use of less cost-efficient resources and exacerbation of existing international supply chain back-ups; and ● deterioration of political relations with the United States.Company

WeIf ~~may~~we ~~not~~effect bea ~~able~~business tocombination ~~adequately~~with ~~address~~a ~~these~~company ~~additional~~located ~~risks.~~in Ifa weforeign ~~were unable to do so~~jurisdiction, we ~~may~~would be ~~unable~~subject to ~~complete~~a ~~such~~variety ~~initial business combination, or, if we complete such initial business combination, our operations might suffer, either~~ of ~~which~~additional risks that may ~~adversely~~negatively impact our ~~business, financial condition and results of~~ operations.

30If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

IfFor example, ~~our~~we ~~management~~would ~~following our~~be ~~initial~~subject to risks associated with cross-border business ~~combination~~combinations, isincluding ~~unfamiliar~~in connection with ~~United~~conducting ~~States~~due diligence ~~securities~~in ~~laws~~a foreign jurisdiction, ~~they~~having ~~may~~such ~~have~~transaction toapproved ~~expend~~by ~~time~~any local governments, regulators or agencies and ~~resources~~changes ~~becoming~~in ~~familiar~~the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such ~~laws~~a company, we ~~which~~would ~~could~~be ~~lead~~subject to ~~various~~any ~~regulatory~~special ~~issues.~~considerations or risks associated with companies operating in an international setting, including any of the following:

~~Following~~● ~~our~~costs ~~initial~~and difficulties inherent in managing cross-border business ~~combination,~~ ~~any~~operations; ● rules and regulations regarding currency redemption; ● complex corporate withholding taxes on individuals; ● exchange listing and/or ~~all~~delisting ofrequirements; ~~our~~● ~~management~~tariffs ~~could~~and ~~resign~~trade ~~from~~barriers; ~~their~~● ~~positions~~regulations asrelated ~~officers,~~to customs and ~~the~~import/export ~~management~~matters; of● ~~the~~local ~~target~~or ~~business~~regional ~~at the~~economic ~~time~~policies ofand ~~the~~market ~~business~~conditions; ~~combination~~● ~~will~~transparency ~~remain~~issues in ~~place.~~general ~~Management~~and, ofmore specifically, the ~~target~~U.S. ~~business~~Foreign ~~may~~Corrupt ~~not~~Practices beAct, ~~familiar~~the ~~with~~U.K. ~~United~~Bribery ~~States~~Act, ~~securities~~ and other anti-corruption compliance laws. Ifand ~~new~~issues; ~~management~~● isunexpected ~~unfamiliar~~changes ~~with~~in ~~United~~regulatory ~~States~~requirements; ~~securities~~● ~~laws~~challenges in managing and staffing international operations; ● longer payment cycles; ● tax issues, ~~they~~such ~~may~~as ~~have~~tax law changes and variations in tax laws as compared to ~~expend~~the ~~time~~United States; ● currency fluctuations and ~~resources~~exchange ~~becoming~~controls; ~~familiar with~~● ~~such~~rates ~~laws.~~of ~~This~~inflation; ~~could~~● bechallenges ~~expensive~~in collecting accounts receivable; ● cultural and ~~time~~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 and wars; ● adverse impacts from Russia’s invasion of Ukraine, including increased use of less cost-~~consuming~~efficient resources and ~~could~~exacerbation ~~lead~~of toexisting ~~various~~international ~~regulatory~~supply ~~issues~~chain ~~which~~back-ups; ~~may~~and ~~adversely~~● ~~affect~~deterioration ~~our operations~~of political relations with the United States.

~~After our initial business~~We ~~combination,~~may ~~substantially~~not ~~all~~be ofable ~~our~~to ~~assets~~adequately ~~may~~address bethese ~~located~~additional inrisks. aIf ~~foreign~~we ~~country~~were ~~and~~unable ~~substantially~~to ~~all~~do ofso, ~~our~~we ~~revenue~~may ~~will~~ be ~~derived from~~unable ~~our~~to ~~operations~~complete in such ~~country.~~initial ~~Accordingly~~business combination, ~~our~~or, ~~results~~if ofwe ~~operations~~complete ~~and~~such ~~prospects~~initial ~~will~~business ~~be subject~~combination, toour aoperations ~~significant~~might ~~extent~~suffer, ~~to the~~either ~~economic,~~of ~~political~~which ~~and~~may ~~legal~~adversely ~~policies~~impact our business, ~~developments~~financial condition and ~~conditions~~results inof ~~the country in which we operate~~operations.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.30

~~Exchange~~If our ~~rate~~management ~~fluctuations and~~following ~~currency~~our ~~policies~~initial ~~may~~business ~~diminish~~combination ais ~~target~~unfamiliar ~~business’~~with ~~ability~~United States securities laws, they may have to ~~succeed~~expend intime and ~~the~~resources ~~international~~becoming ~~markets~~familiar with such laws, which could lead to various regulatory issues.

InFollowing our ~~the~~initial ~~event~~business ~~we acquire a non-U.S. target~~combination, aany ~~substantial~~or ~~portion~~all of ~~revenues~~our ~~and~~management ~~income~~could ofresign ~~the~~from ~~target~~their ~~business~~positions ~~may~~as ~~be received in a foreign currency~~officers, asand ~~well~~the ~~as a~~management ~~substantial portion~~ of ~~its~~the target ~~expenses~~business ~~paid~~at inthe atime ~~foreign~~of ~~currency,~~the ~~whereas~~business ~~its~~combination ~~financial results~~ will ~~likely~~remain ~~be recorded~~ in Uplace.S. ~~dollars. As~~Management aof ~~result,~~ the target business’ ~~financial~~may ~~results~~not ~~could~~ be ~~adversely~~familiar ~~affected~~with United byStates ~~fluctuations~~securities inlaws. ~~the~~If ~~value~~new ofmanagement ~~local~~is ~~currencies relative~~unfamiliar towith ~~the~~United ~~U.S.~~States ~~dollar.~~securities ~~The~~laws, ~~values~~they ofmay ~~local~~have ~~currencies fluctuate relative~~ to ~~the~~expend ~~U.S.~~time ~~dollar~~ and ~~is affected by, among other things,~~resources ~~changes~~becoming infamiliar ~~political~~with ~~and~~such ~~economic conditions~~laws. ~~Any~~This ~~change~~could inbe ~~the~~expensive ~~relative~~and ~~value~~time-consuming ~~of that currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition~~ and ~~results~~ ofcould ~~operations.~~lead ~~Additionally, if a currency appreciates in value against the U.S. dollar prior~~ to ~~the~~various ~~consummation~~regulatory ofissues ~~our initial business combination, the cost of a target business as measured in dollars will increase,~~ which may ~~make it less likely that we are able~~adversely toaffect ~~consummate~~our ~~a transaction with that business~~operations.

~~Subsequent to the completion~~After of our initial business combination, wesubstantially ~~may~~all beof ~~required~~our toassets ~~take~~may ~~write-downs~~be orlocated ~~write-offs,~~in ~~restructuring~~a foreign country and ~~impairment~~substantially orall ~~other~~of ~~charges~~our revenue ~~that~~will ~~could~~be ~~have~~derived afrom ~~significant~~our ~~negative~~operations ~~effect~~in onsuch ~~our~~country. ~~financial condition~~Accordingly, our results of operations and ~~our~~prospects ~~share~~will ~~price~~be subject, ~~which~~to ~~could~~a ~~cause~~significant ~~you~~extent, to ~~lose~~the ~~some~~economic, orpolitical ~~all~~and oflegal ~~your~~policies, ~~investment~~developments and conditions in the country in which we operate.

~~Even though we conduct extensive~~The ~~due~~economic, ~~diligence~~political onand asocial ~~potential~~conditions, ~~target~~as ~~business~~well ~~with~~as ~~which~~government ~~we may combine~~policies, weof ~~cannot~~the ~~assure~~country ~~you~~in ~~that~~which ~~this~~our ~~diligence~~operations ~~will~~are ~~identify~~located ~~all~~could ~~material~~affect ~~issues~~our ~~that may be present with a particular target~~ business,. ~~that~~Economic itgrowth ~~would~~could be ~~possible~~uneven, toboth ~~uncover~~geographically ~~all~~and ~~material~~among ~~issues~~various ~~through~~sectors ~~a customary amount~~ of ~~due diligence, or that factors outside of~~ the ~~target~~economy ~~business~~ and ~~outside~~such ofgrowth ~~our~~may ~~control will~~ not ~~later arise. As a result of~~be ~~these~~sustained ~~factors,~~in wethe ~~may~~future. beIf ~~forced~~in tothe ~~later~~future ~~write-down~~such orcountry’s ~~write-off~~economy ~~assets,~~experiences ~~restructure~~a ~~our~~downturn ~~operations,~~ or ~~incur~~grows ~~impairment~~at ora ~~other~~slower ~~charges that~~rate ~~could~~than ~~result in our reporting losses. Even if our due diligence successfully identifies certain risks~~expected, there ~~unexpected risks~~ may ~~arise and~~be ~~previously~~less ~~known~~demand ~~risks~~for ~~may~~spending ~~materialize~~ in acertain ~~manner not consistent with our preliminary risk analysis~~industries. ~~Even~~A ~~though~~decrease ~~these~~in ~~charges~~demand ~~may be~~for ~~non-cash~~spending ~~items~~in ~~and~~certain ~~not~~industries ~~have an immediate impact on our liquidity, the fact that we report charges of this nature~~ could ~~contribute to~~materially ~~negative~~and ~~market~~adversely ~~perceptions~~affect ~~about us or~~ our ~~securities.~~ability ~~In addition, charges of this nature may cause us~~ to ~~violate~~find ~~net~~an ~~worth~~attractive ortarget ~~other covenants~~business towith which weto ~~may~~consummate beour ~~subject~~initial ~~as a result of assuming pre-existing debt held by a target~~ business orcombination ~~by virtue of our obtaining~~and ~~post-combination~~if ~~debt~~we ~~financing.~~effect ~~Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder following~~ our initial business combination, ~~could suffer a reduction in~~ the ~~value~~ability of ~~their~~that ~~securities.~~target ~~Such~~business ~~shareholders and warrant holders are unlikely~~ to ~~have~~become ~~a remedy for such reduction in value~~profitable.

31Exchange rate fluctuations and currency policies may diminish a target business’ ability to succeed in the international markets.

WeIn the ~~may~~event ~~have~~we ~~limited ability~~acquire toa ~~assess~~non-U.S. ~~the~~target, ~~management~~a substantial portion of arevenues ~~prospective~~and income of the target business ~~and~~may be received in a foreign currency, as well as a substantial portion of its expenses paid in a foreign currency, whereas its financial results will likely be recorded in U.S. dollars. As a result, the target business’ financial results could be adversely affected by fluctuations in the value of local currencies relative to the U.S. dollar. The values of local currencies fluctuate relative to the U.S. dollar and is affected by, among other things, changes in political and economic conditions. Any change in the relative value of that currency against our reporting currency may ~~effect~~affect the attractiveness of any target business or, following consummation of our initial business combination, ~~with~~our financial condition and results of operations. Additionally, if a currency appreciates in value against the U.S. dollar prior to the consummation of our initial business combination, the cost of a target business ~~whose~~as ~~management~~measured in dollars will increase, which may ~~not~~make ~~have~~it ~~the~~less ~~skills,~~likely that ~~qualifications~~we orare ~~abilities~~able to ~~manage~~consummate a ~~public~~transaction ~~company~~with that business.

~~When~~Subsequent to ~~evaluating~~ the ~~desirability~~ completion of ~~effecting~~ our initial business combination ~~with a prospective target business~~, ~~our~~we ~~ability to assess the target business’s management~~ may be ~~limited~~required ~~due~~ to atake ~~lack~~write-downs ~~of time, resources~~ or ~~information. Our assessment of the capabilities of the target’s management~~write-offs, ~~therefore, may~~restructuring ~~prove to be incorrect~~ and ~~such management may lack the skills, qualifications~~ impairment or ~~abilities~~other wecharges ~~suspected.~~that ~~Should~~could ~~the~~have ~~target’s management~~a ~~not~~significant ~~possess~~negative ~~the~~effect ~~skills,~~on ~~qualifications~~our orfinancial ~~abilities necessary to manage a public company~~condition, ~~the~~results of operations and ~~profitability of~~our ~~the~~share ~~post-combination business may be negatively impacted. Accordingly~~price, ~~shareholders or warrant holders who choose to remain shareholders~~ orwhich ~~warrant holders following our initial business combination~~ could ~~suffer~~cause ayou ~~reduction~~to inlose ~~the~~some ~~value of their securities. Such shareholders~~ or ~~warrant~~all ~~holders~~of ~~are~~your ~~unlikely to have a remedy for such reduction in value~~investment.

~~The~~Even though ~~officers~~we ~~and~~conduct ~~directors of~~extensive andue ~~acquisition~~diligence ~~candidate~~on a potential target business with which we may ~~resign~~combine, ~~upon~~we ~~completion~~cannot ofassure ~~our~~you ~~initial~~that ~~business~~this ~~combination.~~diligence will ~~The~~identify ~~departure~~all ofmaterial issues that may be present with a particular target business, ~~combination~~that ~~target’s~~it would be possible to uncover all material ~~key~~issues ~~personnel~~through ~~could~~a ~~negatively~~customary ~~impact~~amount of due diligence, or that factors outside of the ~~operations~~target business and ~~profitability~~outside of our ~~post-combination~~control ~~business~~will not later arise. ~~The~~As ~~role~~a result of anthese ~~acquisition~~factors, ~~candidate’s~~we may be forced to later write-down or write-off assets, restructure our operations, or incur ~~key~~impairment ~~personnel~~or ~~upon~~other ~~the~~charges ~~completion~~that ofcould result in our ~~initial~~reporting ~~business~~losses. ~~combination~~Even ~~cannot~~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 ~~ascertained~~non-cash atitems and not have an immediate impact on our liquidity, the fact that we report charges of this ~~time~~nature could contribute to negative market perceptions about us or our securities. ~~Although~~In addition, charges of this nature may cause us to violate net worth or other covenants to which we ~~contemplate~~may ~~that~~be subject as a result of assuming pre-existing debt held by a target business ~~certain~~or ~~members~~by virtue of anour ~~acquisition~~obtaining ~~candidate’s~~post-combination ~~management~~debt ~~team~~financing. ~~will~~Accordingly, ~~remain~~any ~~associated~~shareholder ~~with~~or ~~the~~warrant ~~acquisition~~holder ~~candidate~~who chooses to remain a shareholder or warrant holder following our initial business combination, itcould issuffer ~~possible~~a ~~that~~reduction ~~members~~in of the ~~management~~value of antheir ~~acquisition~~securities. ~~candidate~~Such shareholders ~~will~~and ~~not~~warrant ~~wish~~holders are unlikely to ~~remain~~have a remedy for such reduction in ~~place~~value.

Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.31

We may ~~structure~~have alimited ~~business combination~~ability soto ~~that~~assess the ~~post-transaction~~management ~~company in which our public shareholders own shares will own less than 100%~~ of ~~the equity interests or assets of~~ a prospective target business, ~~but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued~~ and, ~~outstanding~~as ~~voting securities of the target or otherwise acquires~~ a ~~controlling~~result, ~~interest~~may ineffect the target 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-transaction company owns 50% or more of the voting securities of the target, our ~~shareholders prior~~initial ~~to the~~ business combination ~~may~~with ~~collectively own~~ a ~~minority interest in the post business combination company, depending on valuations ascribed to the~~ target ~~and us in the~~ business ~~combination~~whose ~~transaction.~~management ~~For~~may ~~example,~~not wehave ~~could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of~~ the ~~issued and outstanding capital stock~~skills, ~~shares~~qualifications ~~and/~~or ~~other equity~~abilities 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 ordinary shares, our shareholders immediately prior to ~~such~~manage ~~transaction could own less than~~ a ~~majority~~public of our issued and outstanding 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 our control of the target business.~~

~~Risks~~When evaluating ~~Relating~~the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, shareholders or warrant holders who choose to remain shareholders or warrant holders following our initial business combination could suffer a reduction in the value ~~Management~~of ~~Team~~their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value.

~~Our~~The officers ~~ability~~and todirectors ~~successfully effect~~of an acquisition candidate may resign upon completion of our initial business combination. ~~and~~The todeparture beof ~~successful~~a business ~~thereafter~~combination ~~will~~target’s bekey ~~totally~~personnel ~~dependent~~could ~~upon~~negatively impact the ~~skills~~operations ~~efforts~~and profitability of our ~~key~~post-combination ~~personnel,~~business. ~~some~~The role of ~~whom~~an ~~may~~acquisition ~~join~~candidate’s uskey ~~following~~personnel upon the completion of our initial business combination cannot be ascertained at this time. ~~The~~Although ~~loss~~we contemplate that certain members of ~~key~~an ~~personnel~~acquisition ~~could~~candidate’s ~~negatively~~management ~~impact~~team ~~the~~will ~~operations~~remain associated ~~and~~with ~~profitability~~the ofacquisition candidate following our ~~post-combination~~initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our ~~ability to successfully~~ ~~effect~~management ~~our~~may ~~initial~~not ~~business~~be ~~combination~~able isto ~~dependent~~maintain ~~upon~~control ~~the skills and efforts~~ of ~~our~~a ~~key personnel. The role of our key personnel in the~~ target business, ~~however,~~after ~~cannot presently be ascertained. Although some of~~ our ~~key personnel may remain with the target business in senior management, board member or advisory positions following our~~ initial business combination,. itWe iscannot ~~likely~~provide assurance that, ~~some~~upon orloss ~~all~~ of ~~the~~ ~~management~~control of ~~the~~a target business ~~will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination~~, wenew ~~cannot~~management ~~assure you that our assessment of these individuals~~ will ~~prove~~possess ~~to be correct. These individuals may be unfamiliar with~~ the ~~requirements of operating a company regulated by the SEC~~skills, ~~which~~qualifications ~~could~~or ~~cause~~abilities usnecessary to ~~have to expend time and resources~~profitably ~~helping~~operate ~~them become familiar with~~ such ~~requirements~~business.

InWe may ~~addition~~structure a business combination so that the post-transaction 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 ~~officers~~post-transaction company owns or acquires 50% or more of the issued and ~~directors~~outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an ~~acquisition~~investment ~~candidate~~company ~~may~~under ~~resign~~the ~~upon~~Investment ~~completion~~Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our ~~initial~~shareholders prior to the business combination. ~~The~~may ~~departure~~collectively ofown a minority interest in the post business combination ~~target’s~~company, ~~key~~depending ~~personnel~~on ~~could~~valuations ~~negatively~~ascribed ~~impact~~to the ~~operations~~target and ~~profitability~~us ofin ~~our~~the ~~post-~~business combination ~~business~~transaction. ~~The~~For example, we could ~~role~~pursue ofa antransaction ~~acquisition~~in ~~candidate’s~~which ~~key~~we ~~personnel~~issue ~~upon~~a ~~the~~substantial ~~completion~~number of ~~our~~new ~~initial~~Class ~~business~~A ~~combination~~ordinary ~~cannot~~shares bein ~~ascertained~~exchange atfor all of the issued and outstanding ~~this~~capital ~~time~~stock, shares and/or other equity interests of a target. ~~Although~~In this case, we ~~contemplate~~would ~~that~~acquire ~~certain~~a ~~members~~100% interest in the target. However, as a result of anthe ~~acquisition~~issuance ~~candidate’s~~of ~~management~~a ~~team~~substantial ~~will~~number ~~remain~~of ~~associated~~new ~~with~~ordinary shares, our shareholders immediately prior to such transaction could ~~the~~own ~~acquisition~~less ~~candidate~~than ~~following~~a majority of our ~~initial~~issued ~~business~~and ~~combination,~~outstanding itordinary isshares ~~possible~~subsequent ~~that~~to ~~members~~such oftransaction. ~~the~~In ~~management~~addition, ofother anminority ~~acquisition~~shareholders ~~candidate~~may ~~will~~subsequently ~~not~~combine ~~wish~~their toholdings ~~remain~~resulting in ~~place.~~a ~~The~~single ~~loss~~person ofor ~~key~~group ~~personnel~~obtaining ~~could~~a ~~negatively~~larger ~~impact~~share of the ~~operations~~company’s ~~and~~shares than ~~profitability~~we ofinitially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of ~~post-combination~~the target business.

32Risks Relating to our Management Team

Our ability ~~key~~to ~~personnel~~successfully ~~may negotiate~~effect ~~employment~~our orinitial ~~consulting~~business ~~agreements~~combination ~~with~~and ato ~~target~~be ~~business~~successful inthereafter ~~connection~~will ~~with~~be atotally ~~particular~~dependent ~~business~~upon ~~combination.~~the ~~These agreements~~skills ~~may~~efforts ~~provide~~of ~~for~~our ~~them~~key topersonnel, ~~receive~~some ~~compensation~~of whom may join us following our initial business combination. ~~and~~The asloss aof ~~result,~~key ~~may~~personnel ~~cause~~could ~~them to have conflicts~~negatively ofimpact ~~interest~~the inoperations ~~determining~~and ~~whether~~profitability aof ~~particular~~our ~~business~~ post-combination ~~is the most advantageous~~business.

Our ~~key personnel may be~~ ~~able~~ability to ~~remain~~successfully ~~with~~effect ~~the company after the completion of~~ our initial business combination ~~only~~is ifdependent ~~they~~upon ~~are~~the ~~able~~skills toand ~~negotiate~~efforts ~~employment or~~of ~~consulting~~our ~~agreements~~key ~~in connection with the business combination~~personnel. ~~Such~~The ~~negotiations~~role of ~~would~~our ~~take~~key ~~place~~personnel ~~simultaneously~~in ~~with~~ the ~~negotiation of~~target ~~the~~ business, ~~combination~~however, ~~and~~cannot ~~could~~presently ~~provide~~be ~~for~~ascertained. ~~such~~Although ~~individuals~~some toof ~~receive~~our ~~compensation~~key inpersonnel ~~the~~may ~~form~~remain with ofthe ~~cash~~target ~~payments~~business ~~and/or~~in ~~our~~senior ~~securities for~~management, ~~services~~board ~~they~~member ~~would~~or ~~render~~advisory topositions usfollowing ~~after~~our ~~the~~initial ~~completion of the~~ business combination., ~~The~~it ~~personal~~is ~~and financial interests of such individuals~~likely ~~may~~that ~~influence~~some ~~their~~or ~~motivation~~all inof ~~identifying~~the ~~and~~management ~~selecting~~of athe target business, ~~subject~~will toremain ~~their~~in ~~fiduciary duties under Cayman Islands law~~place. ~~However,~~While we ~~believe~~intend ~~the~~to ~~ability~~closely ofscrutinize ~~such~~any individuals we toengage ~~remain with us~~ after ~~the completion of~~ our initial business combination, ~~will not~~we becannot ~~the~~assure ~~determining~~you ~~factor~~that in our ~~decision~~assessment asof tothese ~~whether~~individuals ~~or not we~~ will ~~proceed~~prove ~~with~~to ~~any~~be ~~potential business combination~~correct. ~~There is no~~ ~~certainty,~~These ~~however,~~individuals ~~that~~may ~~any~~be ofunfamiliar ~~our key personnel will remain~~ with ~~us after~~ the ~~completion~~requirements of ~~our~~operating ~~initial~~a ~~business~~company ~~combination.~~regulated Weby ~~cannot assure~~the ~~you~~SEC, ~~that~~which ~~any~~could ofcause ~~our key personnel will remain in senior management or advisory positions with~~ us. ~~The~~to ~~determination~~have as to ~~whether~~ ~~any~~expend oftime ~~our~~and ~~key~~resources ~~personnel~~helping ~~will~~them ~~remain~~become familiar with ussuch ~~will be made at the time of our initial business combination~~requirements.

~~Past performance by~~In addition, the ~~companies~~officers inand ~~which~~directors of an acquisition candidate may resign upon completion of our ~~management~~initial ~~team~~business combination. The departure of a business combination target’s key personnel could negatively impact the operations and profitability of our ~~successor~~post-combination business. ~~sponsor~~The role of an acquisition candidate’s ~~members~~key ~~and~~personnel ~~affiliates~~upon ~~have~~the ~~been~~completion ~~involved~~of ~~may~~our ~~not~~initial bebusiness ~~indicative~~combination cannot be ascertained at this time. Although we contemplate that certain members of ~~future~~an ~~performance~~acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an ~~investment~~acquisition candidate will not wish to remain in usplace. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Information regarding performance by, or businesses associated with, our management team and successor sponsor’s members and affiliates is presented for informational purposes only. Past performance by our management team and successor sponsor’s members and affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of our management team and successor sponsor’s members and affiliates as indicative of our future performance and you may lose all or part of your invested capital. Additionally, in the course of their respective careers, members of our management team and our successor sponsor’s members and affiliates have been involved in businesses and deals that were unsuccessful. None of our officers, directors or the partners or affiliates of our successor sponsor have had management experience with blank check companies or special purpose acquisition corporations in the past.32

~~Certain~~Our key ofpersonnel ~~our~~may ~~officers and~~negotiate ~~directors~~employment ~~are~~or ~~now,~~consulting ~~and~~agreements ~~all~~with ofa ~~them~~target ~~may~~business in ~~the~~connection ~~future~~with ~~become,~~a ~~affiliated~~particular ~~with~~business ~~entities~~combination. These ~~engaged~~agreements inmay ~~business~~provide ~~activities~~for ~~similar~~them to ~~those conducted~~receive bycompensation usfollowing our initial business combination and, ~~accordingly~~as a result, may cause them to have conflicts of interest in determining towhether ~~which entity~~ a particular business ~~opportunity~~combination ~~should be~~is ~~presented~~the most advantageous.

~~Until~~Our key wepersonnel ~~consummate~~may be able to remain with the company after the completion of our initial business combination, weonly ~~engage~~if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of ~~identifying~~the business combination and ~~combining~~could ~~with~~provide ~~one~~for such individuals to receive compensation in the form of cash payments and/or ~~more~~our ~~businesses~~securities for services they would render to us after the completion of the business combination. ~~Our~~The ~~officers~~personal and ~~directors are,~~financial orinterests of such individuals may influence their motivation in ~~the~~identifying ~~future~~and ~~become~~selecting a target business, ~~affiliated~~subject ~~with~~to ~~entities~~their fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as ~~operating~~to ~~companies~~whether or ~~investment~~not ~~vehicles~~we will proceed with any potential business combination. There is no certainty, however, that ~~are~~any ~~engaged~~of inour ~~making~~key ~~and~~personnel will remain with us after the completion of our initial business ~~managing~~combination. ~~investments~~We cannot assure you that any of our key personnel will remain in ~~similar~~senior ~~businesses~~management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

~~Our officers and directors~~Past ~~also~~performance ~~may~~by ~~become~~the ~~aware~~companies ofin ~~business opportunities~~ which ~~may~~our bemanagement ~~appropriate~~team ~~for presentation to us~~ and ~~the~~our ~~other~~successor ~~entities~~sponsor’s tomembers ~~which~~and ~~they~~affiliates ~~owe certain fiduciary or contractual duties. Accordingly, they may~~ have ~~conflicts~~been ~~of interest in determining to which entity a particular~~involved ~~business opportunity should be presented. These conflicts~~ may not be ~~resolved~~indicative inof ~~our~~future ~~favor~~performance ~~and~~of aan ~~potential~~investment ~~target~~in ~~business may be presented to other entities prior to its presentation to~~ us~~, subject to his or her fiduciary duties under Cayman Islands law~~.

~~For~~Information regarding aperformance ~~complete~~by, ~~discussion of~~or businesses associated with, our ~~officers’~~management team and ~~directors~~successor sponsor’s ~~business~~members ~~affiliations~~and affiliates is presented for informational purposes only. Past performance by our management team and ~~the~~successor ~~potential~~sponsor’s ~~conflicts~~members and affiliates is not a guarantee either (i) of ~~interest~~success with respect to any business combination we may consummate or (ii) that ~~you~~we ~~should~~will be ~~aware~~able ~~of,~~to locate ~~please~~a ~~see~~suitable ~~“Item~~candidate 10for our initial business combination. ~~Directors,~~You ~~Executive~~should ~~Officers~~not rely on the historical record of our management team and ~~Corporate~~successor sponsor’s ~~Governance~~members –and ~~Conflicts~~affiliates as indicative of ~~Interest~~our future performance and you may lose all or part of your invested capital. Additionally,” in the course of their respective careers, members of our management team and ~~“Item~~our successor sponsor’s members and ~~13.~~affiliates ~~Certain~~have ~~Relationships~~been involved in businesses and ~~Related~~deals ~~Transactions~~that were unsuccessful. None of our officers, ~~and~~directors ~~Director~~or ~~Independence~~the partners or affiliates of our successor sponsor have had management experience with blank check companies or special purpose acquisition corporations in the past.”

~~Since~~Certain of our ~~original sponsor,~~officers ~~successor sponsor,~~ and ~~current~~directors ~~sponsor~~are now, and ~~the~~all ~~other~~of ~~initial~~them ~~shareholders~~may ~~will~~in ~~lose~~the ~~their~~future ~~entire~~become, ~~investment~~affiliated inwith usentities ifengaged ~~our~~in ~~initial~~ business ~~combination~~activities similar ~~is not completed (other than with respect~~ to ~~any~~those ~~public~~conducted ~~shares~~by ~~they~~us ~~may~~and, ~~acquire)~~accordingly, amay ~~conflict~~have conflicts of interest ~~may arise~~ in determining ~~whether~~to which entity a particular business opportunity ~~combination~~should ~~target~~be ~~is appropriate for our initial business combination~~presented.

~~Immediately~~Until we ~~after~~consummate our initial ~~public~~ ~~offering~~business combination, ~~our~~we ~~original~~engage ~~sponsor~~in ~~and~~ the ~~other~~business ~~initial~~of ~~shareholders~~identifying ~~held~~and ancombining ~~aggregate~~with ofone ~~3,162,500~~or ~~Class~~more ~~B ordinary shares~~businesses. ~~On October~~Our ~~24,~~officers ~~2023,~~and ~~our~~directors ~~original~~are, ~~sponsor~~or ~~converted~~may ~~3,162,499~~in of the ~~3,162,500~~future ~~founders shares from Class B ordinary shares into Class A ordinary shares~~become, ~~leaving~~affiliated ~~only 1 Class B ordinary share outstanding. Simultaneously~~ with ~~the~~entities ~~closing~~such ofas ~~our~~operating ~~initial~~companies ~~public~~or ~~offering,~~investment ~~our original~~vehicles ~~sponsor~~that ~~purchased~~are ~~warrants~~engaged toin ~~purchase~~making anand ~~additional~~managing ~~4,866,667~~investments ~~Class~~in Asimilar ~~ordinary shares~~businesses.

OnOur officers ~~February~~and 9,directors ~~2024,~~also wemay ~~entered into~~become ~~the~~aware ~~sponsor~~of ~~purchase~~business ~~agreement~~opportunities ~~with~~which ~~our~~may ~~original~~be ~~sponsor~~appropriate ~~and~~for ~~successor~~presentation ~~sponsor~~to ~~pursuant~~us and the other entities to which, onthey ~~February~~owe ~~23,~~certain ~~2024~~fiduciary or contractual duties. Accordingly, ~~our~~they ~~original sponsor~~may ~~transferred~~have conflicts of interest in determining to which ~~our~~entity ~~successor~~a ~~sponsor~~particular ~~the~~business ~~sponsor~~opportunity ~~transferred~~should ~~securities~~be ~~comprising~~presented. ~~2,529,999~~These ~~Class~~conflicts Amay ~~ordinary~~not ~~shares,~~be 1resolved ~~Class B~~in ~~ordinary~~our ~~share~~favor and 3a potential target business may be presented to other entities prior to its presentation to us,~~893,334~~ ~~private~~subject ~~warrants.~~to his or her fiduciary duties under Cayman Islands law.

33For a complete discussion of our 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 “Item 13. Certain Relationships and Related Transactions, and Director Independence.”

OnSince our ~~April~~original 29sponsor, ~~2024~~successor sponsor, aand ~~subsequent~~ current sponsor, ~~securities~~and ~~purchase~~the ~~agreement~~other ~~was~~initial ~~executed~~shareholders ~~between~~will ~~EVGI,~~lose their entire investment in us if our ~~second~~initial ~~sponsor,~~business ~~and~~combination ~~ARWM~~is ~~Pte~~not ~~Limited~~completed (~~ARWM”),~~other ~~our~~than ~~current~~with ~~sponsor, pursuant~~respect to ~~which,~~any onpublic ~~May~~shares ~~16,~~they ~~2024~~may acquire), ~~EVGI~~a ~~transferred~~conflict toof interest ~~ARWM~~may ~~100%~~arise ofin ~~the~~determining ~~securities~~whether ofa ~~the~~particular ~~Company~~business ~~owned~~combination bytarget ~~EVGI~~is ~~prior~~appropriate tofor ~~the~~our ~~transaction~~initial business combination.

~~The~~Immediately after ~~founders~~our ~~shares~~initial ~~will be~~public ~~worthless~~offering, ifour weoriginal dosponsor ~~not~~and ~~complete~~the another initial ~~business~~shareholders ~~combination.~~held ~~The~~an ~~founders~~aggregate of 3,162,500 Class B ordinary shares. ~~consist~~On October 24, 2023, our original sponsor converted 3,162,499 of the 3,162,~~488~~500 founders shares from Class AB ordinary shares ~~and~~into Class A ordinary shares, leaving only 1 Class B ordinary share outstanding. Simultaneously with the closing of our initial public offering, our original sponsor purchased warrants to purchase an additional 4,866,667 Class A ordinary shares.

~~The~~On February ~~personal~~9, ~~and~~2024, ~~financial interests~~we ofentered ~~our~~into the sponsor ~~shareholders,~~purchase asagreement ~~well~~with as our ~~officers~~original sponsor and ~~directors~~successor ~~may~~sponsor ~~influence~~pursuant ~~their~~to ~~motivation~~which, ~~in identifying and selecting~~on aFebruary ~~target~~23, ~~business combination~~2024, ~~completing~~our anoriginal ~~initial~~sponsor ~~business~~transferred ~~combination~~to ~~and~~our ~~influencing~~successor sponsor the ~~operation~~sponsor oftransferred ~~the~~securities ~~business~~comprising ~~following the~~2,529,999 ~~initial~~Class ~~business~~A ~~combination.~~ordinary ~~This~~shares, ~~risk~~1 ~~may~~Class ~~become~~B ~~more~~ordinary ~~acute~~share asand ~~the end of the combination period nears~~3,893,334 ~~which~~private ~~is the deadline for the completion of our initial business combination~~warrants.

Since our successor sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.33

~~At the closing of our initial~~On ~~business~~April ~~combination~~29, ~~our successor sponsor~~2024, ~~officers~~a ~~and~~subsequent ~~directors,~~sponsor orsecurities ~~any~~purchase ofagreement ~~their~~was ~~respective~~executed ~~affiliates,~~between ~~will be reimbursed for any bona-fide~~EVGI, ~~documented out-of-pocket expenses incurred in connection with activities on~~ our ~~behalf~~second ~~such~~sponsor, ~~as identifying potential target businesses~~ and ~~performing~~ARWM ~~due~~Pte ~~diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket~~Limited ~~expenses incurred in connection with activities on our behalf. In addition~~(ARWM”), our ~~successor~~current sponsor, ~~may~~pursuant ~~seek~~to ~~certain~~which, ~~indemnities~~on ~~from~~May ~~us or~~16, ~~from~~2024, ~~the~~EVGI ~~surviving~~transferred ~~entity~~to inARWM ~~our~~100% ~~initial~~of ~~business~~the ~~combination.~~securities ~~These financial interests~~ of ~~our~~the ~~successor sponsor, officers and directors~~Company ~~may~~owned ~~influence~~by ~~their~~EVGI ~~motivation~~prior into ~~identifying and selecting a target business combination and completing an initial business combination, even if it is not in~~ the ~~best interests of our other shareholders~~transaction.

~~Changes~~The founders inshares ~~the~~will ~~market for~~be ~~directors~~worthless ~~and~~if ~~officers~~we ~~liability~~do ~~insurance~~not ~~could~~complete ~~make~~an itinitial ~~more~~business ~~difficult~~combination. ~~and~~The ~~more~~founders ~~expensive~~shares ~~for~~consist usof to3,162,499 ~~negotiate~~Class A ordinary shares and ~~complete~~1 anClass ~~initial business~~B ~~combination~~ordinary share.

InThe personal ~~the~~and ~~recent~~financial ~~period~~interests of ~~time~~our sponsor shareholders, ~~the~~ ~~market~~as ~~for~~well ~~directors~~as ~~and~~our officers ~~liability~~and ~~insurance~~directors ~~for~~may ~~SPACs~~influence ~~has~~their ~~changed.~~motivation ~~The~~in identifying ~~premiums~~and ~~charged~~selecting ~~for~~a ~~such~~target ~~policies~~business ~~have~~combination, ~~generally increased~~completing an initial business combination and influencing the ~~terms~~operation of the ~~such~~business ~~policies~~following ~~have~~the ~~generally~~initial business combination. This risk may become ~~less~~more ~~favorable.~~acute ~~There~~as ~~can~~the beend noof ~~assurance~~the ~~that~~combination ~~these~~period ~~trends~~nears, which ~~will~~is ~~not~~the ~~continue~~deadline for the completion of our initial business combination.

~~The increased cost and decreased~~Since ~~availability~~our ofsuccessor ~~directors~~sponsor, ~~and~~ officers ~~liability insurance could make it more difficult~~ and ~~more expensive for us to negotiate an initial business combination. In order to obtain~~ directors, ~~and~~or ~~officers~~any ~~liability~~of ~~insurance~~their orrespective ~~modify~~affiliates, ~~its~~will ~~coverage~~be asreimbursed afor ~~result~~any bona-fide, documented out-of-pocket ~~becoming~~expenses aif ~~public company,~~our ~~the~~initial ~~post-~~business combination ~~entity~~is ~~might~~not ~~need to incur greater expense~~completed, ~~accept~~a ~~less~~conflict ~~favorable~~of ~~terms~~interest ormay ~~both.~~arise ~~However,~~in ~~any~~determining ~~failure~~whether toa ~~obtain~~particular ~~adequate directors and officers liability insurance could have an adverse impact on the post-~~business combination’s ~~ability to~~target ~~attract~~is ~~and~~appropriate ~~retain~~for ~~qualified~~our ~~officers~~initial ~~and~~business ~~directors~~combination.

~~In addition, even after we~~At ~~were~~the toclosing ~~complete~~of anour initial business combination, our ~~directors~~successor ~~and~~sponsor, officers ~~could~~and ~~still~~directors, beor ~~subject~~any toof ~~potential~~their ~~liability~~respective ~~from claims~~affiliates, ~~arising~~will ~~from~~be ~~conduct~~reimbursed ~~alleged~~for toany ~~have~~bona-fide, ~~occurred~~documented ~~prior~~out-of-pocket toexpenses ~~the~~incurred ~~initial~~in ~~business~~connection ~~combination.~~with Asactivities aon ~~result,~~our inbehalf ~~order~~such toas identifying ~~protect~~potential ~~our~~target ~~directors~~ businesses and ~~officers,~~performing ~~the~~due ~~post-~~diligence on suitable business ~~combination~~combinations. ~~entity~~There ~~will~~is ~~likely~~no ~~need~~cap toor ~~purchase~~ceiling ~~additional~~on the ~~insurance~~reimbursement ~~with~~of ~~respect~~out-of-pocket toexpenses ~~any~~incurred ~~such~~in ~~claims~~connection ~~(“run-off insurance”)~~with activities on our behalf. ~~The~~In ~~need~~addition, ~~for~~our ~~run-off~~successor ~~insurance~~sponsor may ~~would~~seek becertain anindemnities ~~added~~from ~~expense~~us ~~for~~or from the ~~post-~~surviving entity in our initial business combination. ~~entity~~These ~~and~~financial ~~could~~interests ~~interfere~~of our ~~with~~successor orsponsor, ~~frustrate~~officers ~~our~~and ~~ability~~directors tomay ~~consummate~~influence their motivation in identifying and selecting a target business combination and completing an initial business combination, oneven ~~terms~~if ~~favorable~~it tois not in the best interests of our ~~investors~~other shareholders.

~~Risks~~Changes in ~~Relating~~the market for directors and officers liability insurance could make it more difficult and more expensive for us to ~~our~~negotiate and ~~Securities~~complete an initial business combination.

~~Our securities have~~In ~~been~~the ~~delisted~~recent ~~from~~period ~~Nasdaq~~of time, ~~limiting~~the ~~liquidity~~market ~~and subjecting us to additional trading restrictions. As described above –“We may not remain qualified~~ for ~~continued~~directors ~~listing,~~and orofficers ~~qualify~~liability ~~for~~insurance ~~initial listing~~ for ~~the~~SPACs ~~combined~~has ~~company,~~changed. inThe ~~each~~premiums ~~case,~~charged ~~on the Nasdaq Stock~~for ~~Market,~~such ~~following~~policies ~~the~~have ~~extension~~generally ~~meeting~~increased orand the ~~shareholder~~terms ~~meeting~~of atsuch ~~which~~policies ~~the~~have ~~approval~~generally ofbecome ~~our~~less ~~initial~~favorable. ~~business”,~~There wecan ~~cannot assure~~be ~~you~~no assurance that ~~our~~these ~~securities~~trends will benot ~~relisted on Nasdaq post initial business combination~~continue.

AsThe increased wecost ~~are~~and nodecreased ~~longer~~availability ~~listed on~~of ~~Nasdaq,~~directors ~~our~~and ~~securities~~officers ~~currently~~liability ~~trade~~insurance oncould amake ~~less~~it ~~liquid~~more ~~over-the-counter~~difficult ~~market~~and more expensive for us to negotiate an initial business combination. ~~This~~In ~~may~~order ~~reduce~~to ~~investor~~obtain ~~interest,~~directors ~~limit~~and ~~the~~officers ~~ability~~liability insurance or modify its coverage as a result of ~~existing~~becoming ~~investors~~a public company, the post-business combination entity might need to ~~sell~~incur greater expense, accept less favorable terms or ~~purchase~~both. ~~securities~~However, any failure to obtain adequate directors and ~~adversely~~officers ~~affect~~liability insurance could have an adverse impact on the post-business ~~market~~combination’s ~~price~~ability ~~and~~to ~~liquidity~~attract ofand ~~our~~retain ~~shares~~qualified officers and ~~warrants~~directors.

~~The~~In addition, ~~National~~even ~~Securities~~after ~~Markets Improvement~~we ~~Act~~were ofto ~~1996,~~complete aan ~~federal~~initial ~~statute~~business combination, ~~prevents~~our ordirectors ~~preempts~~and ~~states~~officers could still be subject to potential liability from ~~regulating~~claims ~~the~~arising ~~sale~~from ofconduct ~~certain~~alleged ~~securities,~~to ~~known~~have asoccurred ~~“covered securities~~prior to the initial business combination.” ~~Previously~~As a result, ~~because~~in order to protect our ~~units~~directors and officers, ~~Class~~the Apost-business ~~ordinary~~combination ~~shares~~entity ~~and~~will ~~warrants~~likely ~~were~~need ~~listed~~to onpurchase ~~Nasdaq,~~additional ~~they~~insurance ~~qualified~~with asrespect to ~~covered~~any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business ~~securities~~combination ~~under~~entity ~~this~~and ~~statute~~could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

34Risks Relating to our Securities

~~However, since our securities~~Our ~~are~~securities nohave ~~longer~~been ~~listed~~delisted onfrom ~~a national securities exchange~~Nasdaq, ~~they~~limiting ~~may~~liquidity noand ~~longer~~subjecting ~~qualify~~us asto ~~covered~~additional ~~securities~~trading restrictions. As adescribed above ~~result,~~–“We we may ~~now~~not beremain ~~subject to~~qualified ~~the~~for ~~securities~~continued ~~laws~~listing, ~~and~~or ~~regulations~~qualify offor ~~each~~initial ~~state~~listing ~~where~~for wethe ~~offer~~combined orcompany, ~~sell~~in each ~~our~~case, ~~securities.~~on ~~Although states are preempted from regulating~~ the ~~sale~~Nasdaq ofStock ~~covered securities~~Market, ~~they~~following ~~may~~the ~~still~~extension ~~investigate~~meeting ~~potential fraud~~ or ~~other~~the ~~violations.~~shareholder Ifmeeting ~~such~~at ~~activities~~which ~~are found, states may prohibit or restrict~~ the ~~sale~~approval of our ~~securities~~initial business”, ~~within their jurisdiction. While~~ we ~~are~~cannot ~~not~~assure ~~currently~~you ~~aware~~that ofour ~~any~~securities ~~such~~will ~~restrictions~~be ~~being imposed~~relisted on ~~our~~Nasdaq ~~company,~~post ~~certain~~initial ~~state~~business ~~regulators view blank check companies unfavorably and could take action to limit the sale of our securities~~combination.

~~Our successor sponsor~~As ~~controls~~we ~~the~~are ~~appointment~~no oflonger ~~our~~listed ~~Board~~on ~~until~~Nasdaq, ~~completion of~~ our ~~initial~~securities ~~business~~currently ~~combination~~trade ~~and~~on ~~holds~~ a ~~substantial~~less ~~interest~~liquid inover-the-counter usmarket. ~~As a~~This ~~result~~may reduce investor interest, itlimit ~~appoints~~the ~~all~~ability of ~~our~~existing ~~directors~~investors ~~prior~~ to ~~our~~sell ~~initial~~or ~~business~~purchase ~~combination~~securities, and ~~may~~adversely ~~exert~~affect athe ~~substantial~~market ~~influence~~price onand ~~actions~~liquidity ~~requiring~~of ~~shareholder~~our ~~vote,~~shares ~~potentially~~and ~~in a manner that you do not support~~warrants.

~~Our successor sponsor owns~~The ~~49.85%~~National ofSecurities ~~our~~Markets ~~issued~~Improvement ~~and~~Act ~~outstanding ordinary shares. In addition, prior to our initial business combination, only our successor sponsor, as holder~~ of ~~the Class B share~~1996, ~~has the right to vote on the appointment of and holders of~~ a ~~majority~~federal ofstatute, ~~our~~prevents ~~founders~~or ~~shares~~preempts ~~may~~states ~~remove a~~from ~~member~~regulating of the ~~Board~~sale ~~for any reason. Neither~~ of ~~our sponsor shareholders nor, to our knowledge, any of our officers or directors, has~~certain ~~any current intention to purchase additional~~ securities, ~~other~~known ~~than~~ as ~~disclosed~~“covered ~~in this Annual Report~~securities.” ~~Factors~~Previously, ~~that~~because ~~would be considered in making such additional purchases would include consideration of the current trading price of~~ our units, Class A ordinary shares. In addition, as a result of their substantial ownership in our company, our sponsor shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and ~~restated~~warrants ~~memorandum and~~were ~~articles of association and approval of major corporate transactions. The purchase by our sponsor shareholders of any Class A ordinary~~listed ~~shares,~~on ~~including in the after market or in privately negotiated transactions~~Nasdaq, ~~would~~they ~~increase~~qualified ~~their~~as ~~influence~~covered ~~over~~securities ~~these~~under ~~actions.~~this ~~Accordingly, our sponsor shareholders exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination~~statute.

~~A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.~~34

However, since our securities are no longer listed on a national securities exchange, they may no longer qualify as covered securities. As a result, we may now be subject to the securities laws and regulations of each state where we offer or sell our securities. Although states are preempted from regulating the sale of covered securities, they may still investigate potential fraud or other violations. If: such activities are found, states may prohibit or restrict the sale of our securities within their jurisdiction. While we are not currently aware of any such restrictions being imposed on our company, certain state regulators view blank check companies unfavorably and could take action to limit the sale of our securities.

~~(i)~~Our successor wesponsor ~~issue~~controls ~~additional~~the ~~Class~~appointment Aof ~~ordinary~~our ~~shares~~Board oruntil ~~equity-linked~~completion ~~securities for capital raising purposes in connection with the closing~~ of our initial business combination atand holds a ~~Newly~~substantial interest ~~Issued~~in ~~Price of less than $9~~us.20 ~~per~~As ~~Class~~a Aresult, ~~ordinary~~it ~~share;~~appoints ~~(ii)~~all ~~the aggregate gross proceeds from such issuances represent more than 60%~~ of ~~the~~our ~~total~~directors ~~equity~~prior ~~proceeds,~~to ~~and interest thereon, available for the funding of~~ our initial business combination onand ~~the~~may ~~date~~exert ofa ~~the~~substantial ~~completion~~influence on ofactions ~~our~~requiring ~~initial~~shareholder ~~business combination (net of redemptions)~~vote, ~~and~~potentially ~~(iii)~~in ~~the~~a ~~Market~~manner ~~Value~~that isyou ~~below~~do ~~$9.20~~not ~~per share,~~support.

~~then~~Our successor ~~the~~sponsor ~~exercise~~owns ~~price~~49.85% of ~~the~~ ~~warrants~~our ~~will~~issued beand ~~adjusted~~outstanding toordinary beshares. ~~equal~~In addition, prior to ~~115%~~our ofinitial ~~the~~business ~~higher~~combination, only our successor sponsor, as holder of the ~~Market~~Class ~~Value~~B ~~and~~share, has the ~~Newly~~right ~~Issued~~to ~~Price,~~vote on the appointment of and holders of a majority of our founders shares may remove a member of the ~~$18~~Board for any reason.00 ~~per~~Neither ~~share~~of our sponsor shareholders nor, to our knowledge, any of ~~redemption~~our ~~trigger~~officers ~~price~~or ~~will~~directors, behas ~~adjusted~~any (current intention to ~~the~~purchase ~~nearest~~additional ~~cent)~~securities, toother than as disclosed in this Annual Report. Factors that would be ~~equal~~considered toin ~~180%~~making such additional purchases would include consideration of the ~~higher~~current trading price of ~~the~~our Class ~~Market~~A ~~Value~~ordinary shares. In addition, as a result of their substantial ownership in our company, our sponsor shareholders may exert a substantial influence on other 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 and approval of major corporate transactions. The purchase by our sponsor shareholders of any Class A ordinary shares, including in the ~~Newly~~after ~~Issued~~market or in privately negotiated transactions, would increase ~~Price~~their influence over these actions. ~~This~~Accordingly, ~~may~~our ~~make~~sponsor itshareholders ~~more~~exert ~~difficult~~significant ~~for~~influence usover toactions ~~consummate~~requiring ana ~~initial~~shareholder vote ~~business~~at ~~combination~~least ~~with~~until athe ~~target~~completion of our initial business combination.

~~We may redeem your~~A ~~unexpired~~provision ~~warrants~~of ~~prior~~our towarrant ~~their~~agreement ~~exercise~~may atmake ait ~~time~~more ~~that~~difficult isfor ~~disadvantageous~~us to ~~you,~~consummate ~~thereby~~an ~~making~~initial ~~your~~business ~~warrants worthless~~combination.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the last reported sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like or as indicated above) for any 20 trading days within a 30 trading-day period commencing on the date they become exercisable and ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. 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 securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private warrants will be redeemable by us so long as they are held by our sponsor shareholders or their permitted transferees.

35(i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share; (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share,

~~Our~~then the exercise price of the warrants ~~contained in~~will ~~our~~be ~~units,~~adjusted ~~together~~to ~~with~~be ~~our~~equal ~~founders~~to ~~shares~~115% of the higher of the Market Value and ~~private~~the ~~warrants~~Newly Issued Price, and ~~may~~the ~~have~~$18.00 anper ~~adverse~~share ~~effect~~redemption ontrigger price will be adjusted (to the ~~market~~nearest ~~price~~cent) to be equal to 180% of ~~our~~the ~~Class~~higher Aof ~~ordinary~~the Market ~~shares~~Value and the Newly Issued Price. This may make it more difficult for us to ~~effectuate~~consummate ~~our~~an initial business combination with a target business.

We ~~issued, as part of the~~ ~~12,650,000~~may ~~units~~redeem ~~that~~your weunexpired ~~offered,~~ warrants prior to ~~purchase~~their ~~6,325,000 Class A ordinary shares with an~~ exercise price of $11.50 per warrant (subject to adjustment as provided herein), and, simultaneously with the closing of our initial public offering, we sold in a private placement an aggregate of 4,866,667 private warrants, each exercisable to purchase one Class A ordinary share at a ~~price~~time ofthat ~~$11.50~~is ~~per share,~~disadvantageous ~~subject~~ to ~~adjustment as provided herein. Our sponsor shareholders currently hold 3~~you,~~162,500~~ ~~founders~~thereby ~~shares,~~making ~~comprised~~your of 3,162,499 Class A ordinary shares and 1 Class B ordinary share. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants ~~or conversion rights could make us a less attractive acquisition vehicle to a target business~~worthless. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants and founders shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

~~The~~We have ~~private~~the ability to redeem outstanding warrants ~~are identical~~at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the ~~warrants~~last ~~sold~~reported assales ~~part~~price of our ~~initial~~Class ~~public~~A ~~offering~~ordinary ~~units~~shares ~~except~~equals ~~that,~~or soexceeds ~~long~~$18.00 per share (as adjusted ~~they~~for ~~are~~share ~~held~~sub-divisions, byshare ~~our~~capitalizations, ~~sponsor~~rights ~~shareholders~~issuances, subdivisions, reorganizations, recapitalizations and the like or ~~their~~as ~~permitted~~indicated ~~transferees: (i~~above) ~~they~~for ~~will~~any ~~not~~20 betrading ~~redeemable~~days bywithin ~~us;~~a ~~(ii)~~30 ~~they~~trading-day ~~(including~~period commencing on the ~~ordinary~~date ~~shares~~they ~~issuable~~become ~~upon~~exercisable ~~exercise~~and ending on the third trading day prior to the date we send the notice of ~~these~~redemption to the warrant holders. If and when the warrants) ~~may~~become ~~not~~redeemable by us, ~~subject~~we tomay ~~certain~~exercise ~~limited~~our ~~exceptions,~~redemption beright ~~transferred,~~even ~~assigned~~if we are unable to register or ~~sold~~qualify bythe ~~our~~underlying ~~sponsor~~securities ~~shareholders~~for ~~until~~sale under all 30applicable ~~days~~state ~~after~~securities ~~the~~laws. ~~completion~~Redemption of ~~our~~the ~~initial~~outstanding ~~business~~warrants ~~combination;~~could ~~and~~force you to: (~~iii~~1) ~~they~~exercise ~~(including~~your warrants and pay the ~~ordinary~~exercise price ~~shares~~therefor ~~issuable~~at ~~upon~~a ~~exercise~~time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when ofyou ~~these~~might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are ~~entitled~~called for redemption, is likely to ~~registration~~be ~~rights~~substantially ~~with~~less ~~respect~~than tothe market value of your warrants. None of the ~~resale~~private ~~thereof~~warrants will be redeemable by us so long as they are held by our sponsor shareholders or their permitted transferees.

~~There is currently a limited market for our securities, which could adversely affect the liquidity and price of our securities.~~35

~~Shareholders have limited~~Our ~~access~~warrants tocontained ~~information~~in ~~about~~our ~~prior~~units, ~~market~~together ~~history~~with ~~on which to base their investment decision. The price of~~ our ~~securities~~founders ~~may~~shares ~~vary significantly due to one or more potential business combinations~~ and ~~general~~private ~~market~~warrants, ormay ~~economic~~have ~~conditions.~~an ~~Furthermore,~~adverse aneffect ~~active~~on ~~trading~~the market ~~for~~price of our ~~securities~~Class ~~may~~A ~~never~~ordinary ~~develop~~shares ~~or,~~and ifmake ~~developed,~~ it ~~may~~more ~~not~~difficult ~~be sustained. You may be unable~~ to ~~sell~~effectuate ~~your~~our ~~securities~~initial ~~unless~~business ~~a market can be established and sustained~~combination.

~~Because~~We issued, as part of the 12,650,000 units that we ~~are~~offered, ~~incorporated~~warrants to purchase 6,325,000 Class A ordinary shares with an exercise price ~~under~~of $11.50 per warrant (subject to adjustment as provided herein), and, simultaneously with the ~~laws~~closing of ~~the~~our ~~Cayman~~initial ~~Islands~~public offering, we ~~you~~sold ~~may~~in ~~face~~a ~~difficulties~~private inplacement ~~protecting~~an ~~your~~aggregate ~~interests~~of 4,866,667 private warrants, each exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. Our sponsor shareholders currently hold 3,162,500 founders shares, comprised of 3,162,499 Class A ordinary shares and ~~your~~1 ~~ability~~Class B ordinary share. To the extent we issue ordinary shares to ~~protect~~effectuate ~~your~~a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number ~~through~~of issued and outstanding Class A ordinary shares and reduce the Uvalue of the Class A ordinary shares issued to complete the business transaction.S. ~~Federal~~Therefore, ~~courts~~our warrants and founders shares may bemake ~~limited~~it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

~~We are an exempted company~~The ~~incorporated~~private ~~under~~warrants ~~the~~are ~~laws~~identical ofto the ~~Cayman~~warrants ~~Islands.~~sold Asas apart ~~result, it may be difficult for investors to effect service~~ of ~~process~~our ~~within the~~initial ~~United~~public ~~States~~offering ~~upon~~units ~~our~~except ~~directors or officers~~that, orso ~~enforce~~long ~~judgments~~as ~~obtained~~they ~~in the United States courts against our directors or officers. Our corporate affairs~~ are ~~governed~~ held by our ~~amended~~sponsor ~~and~~shareholders ~~restated~~or ~~memorandum~~their ~~and~~permitted ~~articles~~transferees: ~~of association, the Companies Act~~ (asi) ~~the~~they ~~same may~~will not be ~~supplemented~~redeemable orby ~~amended~~us; ~~from time to time~~(ii) ~~and~~they ~~the~~(including ~~common law of~~ the ~~Cayman~~ordinary shares ~~Islands.~~issuable ~~The~~upon ~~rights~~exercise of ~~shareholders~~these towarrants) ~~take~~may ~~action against the directors~~not, ~~actions~~subject ~~by minority shareholders and the fiduciary responsibilities of our directors~~ to uscertain ~~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~~exceptions, ~~the~~be ~~decisions of whose courts are of persuasive authority~~transferred, ~~but~~assigned ~~are~~or ~~not~~sold ~~binding on a court in the Cayman Islands. We are also subject to the federal securities laws of the~~by ~~United~~our ~~States.~~sponsor ~~The~~shareholders ~~rights~~until of30 ~~our~~days ~~shareholders~~after ~~and~~ the ~~fiduciary~~completion ~~responsibilities~~ of our ~~directors~~initial ~~under~~business ~~Cayman~~combination; ~~Islands~~and ~~law~~(iii) ~~are different from what~~ they ~~would~~(including ~~be under statutes or judicial precedent in some jurisdictions in~~ the ~~United States. In particular, the Cayman Islands~~ordinary ~~has~~shares aissuable ~~different~~upon ~~body~~exercise of ~~securities~~these ~~laws~~warrants) asare ~~compared~~entitled to ~~the~~registration ~~United~~rights ~~States,~~with ~~and~~respect ~~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~~resale ~~States~~thereof.

~~We have been advised by our~~There 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 nocurrently ~~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~~limited ~~money~~market 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~~our ~~judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands~~securities, 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,~~could ~~contrary~~adversely toaffect ~~natural justice or~~ the ~~public~~liquidity ~~policy~~and ofprice ~~the Cayman Islands (awards~~ of ~~punitive or~~our ~~multiple damages may well be held to be contrary to public policy)~~securities. ~~A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.~~

36Shareholders have limited access to information about prior market history on which to base their investment decision. The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

AsBecause we aare ~~result~~incorporated ofunder ~~all~~the laws of the ~~above,~~ ~~public~~Cayman ~~shareholders~~Islands, you may ~~have~~face ~~more~~difficulties ~~difficulty~~ in protecting ~~their~~your interests, inand ~~the~~your ~~face~~ability ofto protect ~~actions~~your ~~taken~~rights bythrough ~~management, members of~~ the ~~Board~~U.S. orFederal ~~controlling~~courts ~~shareholders~~may ~~than~~be ~~they would as public shareholders of a United States company~~limited.

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 officers, or enforce judgments obtained in the United States courts against our directors or officers. Our corporate affairs are governed by our amended and restated memorandum and articles of association, ~~provide~~the Companies ~~that~~Act ~~unless~~(as wethe ~~consent~~same may be supplemented or amended from time to antime) ~~alternate~~and ~~forum~~the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the ~~federal~~fiduciary ~~district~~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 ~~United~~Cayman Islands. We are also subject to the federal ~~States~~securities ~~shall~~laws beof the ~~exclusive~~United ~~forum~~States. The rights of ~~resolution~~our shareholders and the fiduciary responsibilities of ~~any~~our ~~claims~~directors ~~arising~~under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the ~~Securities~~United ~~Act~~States. In particular, ~~which~~the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may ~~impose~~have ~~additional~~more ~~litigation~~fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may ~~costs~~not onhave ~~our~~standing to initiate a shareholders derivative action in a Federal court of the United States.

~~Our~~We have ~~amended~~been ~~and~~advised ~~restated memorandum~~by ~~and~~our ~~articles~~Cayman ofIslands ~~association~~legal ~~provide~~counsel that, ~~unless~~the wecourts ~~consent~~of ~~otherwise,~~ the ~~federal~~Cayman ~~district~~Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States ~~shall be~~predicated upon the ~~exclusive~~civil ~~forum~~liability ~~for~~provisions of the ~~resolution~~federal ofsecurities ~~any~~laws ~~claims~~of the ~~arising~~United ~~under~~States ~~the~~or ~~Securities~~any ~~Act~~state; and (~~for~~ii) ~~the~~in ~~sake~~original ofactions ~~clarification,~~brought ~~this~~in ~~provision does~~the ~~not~~Cayman ~~apply~~Islands, to ~~causes~~impose ofliabilities ~~action~~against ~~arising~~us ~~under~~predicated upon the ~~Exchange~~civil ~~Act).~~liability ~~While~~provisions ~~this~~of ~~provision~~the offederal ~~our~~securities ~~amended~~laws ~~and~~of ~~restated~~the ~~memorandum~~United ~~and~~States ~~articles of~~or ~~association~~any ~~does~~state, ~~not~~so ~~restrict~~far as the ~~ability~~liabilities ofimposed by ~~our~~those ~~shareholders~~provisions toare ~~bring~~penal ~~claims~~in ~~under~~nature. ~~the~~In ~~Securities~~those ~~Act~~circumstances, ~~nor~~although ~~does~~there itis ~~affect~~no statutory enforcement in the ~~remedies available~~Cayman ~~thereunder~~Islands ifof judgments ~~such~~obtained ~~claims~~in ~~are~~the ~~successful~~United States, wethe ~~recognize~~courts ~~that~~of itthe ~~may~~Cayman ~~limit~~Islands ~~shareholders’~~will ~~ability~~recognize toand ~~bring~~enforce a ~~claim~~foreign inmoney judgment of a ~~judicial~~foreign ~~forum~~court ~~that~~of ~~they~~competent ~~find~~jurisdiction ~~favorable~~without ~~and~~retrial ~~may~~on ~~increase~~the ~~certain~~merits ~~litigation~~based ~~costs~~on ~~which~~the ~~may~~principle ~~discourage~~that ~~the~~a ~~filing~~judgment of ~~claims~~a ~~under~~competent ~~the~~foreign ~~Securities~~court imposes ~~Act~~upon ~~against~~the ~~us,~~judgment ~~our~~debtor ~~directors~~an ~~and~~obligation ~~our~~to ~~officers.~~pay ~~However,~~ the ~~enforceability~~sum offor ~~similar~~which ~~forum~~judgment ~~provisions~~has inbeen ~~other~~given ~~companies’~~provided ~~organizational~~certain conditions are met. For a foreign ~~documents~~judgment ~~has~~to ~~been~~be ~~challenged~~enforced in ~~legal~~the ~~proceedings~~Cayman ~~and~~Islands, ~~there~~such isjudgment ~~uncertainty~~must asbe tofinal ~~whether~~and ~~courts~~conclusive ~~would~~and ~~enforce~~for ~~the~~a ~~exclusive~~liquidated ~~forum~~sum, ~~provisions~~ and must not be in respect ~~our~~of ~~amended~~taxes ~~and~~or ~~restated~~a ~~articles~~fine ofor ~~association.~~penalty, Ifinconsistent with a ~~court~~Cayman ~~were~~Islands tojudgment ~~find~~in respect of the ~~choice~~same matter, impeachable on the grounds of ~~forum~~fraud ~~provision~~or ~~contained~~obtained in ~~our~~a ~~amended~~manner, ~~and restated~~or ~~memorandum~~be ~~and~~of ~~articles~~a kind the enforcement of ~~association~~which is, contrary to benatural ~~inapplicable~~justice or ~~unenforceable~~the inpublic anpolicy of ~~action,~~the weCayman Islands (awards of punitive or multiple damages may ~~incur~~well ~~additional~~be ~~costs~~held ~~associated with~~to ~~resolving~~be ~~such~~contrary ~~action~~to inpublic ~~other~~policy). ~~jurisdictions,~~A ~~which~~Cayman ~~could~~Islands ~~materially~~Court may ~~adversely~~stay ~~affect~~enforcement ~~our~~proceedings ~~business,~~if ~~financial~~concurrent ~~condition~~proceedings ~~and~~

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