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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, ~~2022~~2024

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

For the transition period from _______________ to _______________

Commission File 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.)

4B Cedar Brook Drive
Cranbury, NJ 08512
(Address of principal executive offices, including zip code)

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

Not Applicable

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	CCTS	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CCTSW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant	CCTSU	The Nasdaq Stock Market LLC

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

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

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 fi 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, ~~2022~~2024 (the last business day of the Registrant’s second fiscal quarter), based on the closing price of $911.~~9899~~35 for the Registrant’s Class A ordinary shares, as reported by the ~~Nasdaq Stock~~ Market, was $~~126~~21,~~372~~705,~~235~~411.

As of March 3031, ~~2023~~2025, 123,~~650~~926,~~000~~ 061 Class A ordinary shares, par value $0.0001 per share, and ~~3,162,500~~1 Class B ordinary ~~shares~~share, par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference: None.

~~Cactus~~CACTUS ~~Acquisition~~ACQUISITION ~~Corp~~CORP. 1 ~~Ltd~~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		1815
Item 1B. Unresolved Staff Comments		4742
Item 2. Properties		47
Item 1C. Cybersecurity		42
Item 3. Legal Proceedings		47
Item 2. Properties		42
Item 4. Mine Safety Disclosures		47
Item 3. Legal Proceedings		42
PART II		48
Item 4. Mine Safety Disclosures		42
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		48
PART II		43
Item 6. [Reserved]		50
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		43
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		50
Item 6. [Reserved]		44
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		53
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
Item 8. Financial Statements and Supplementary Data		53
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		49
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		53
Item 8. Financial Statements and Supplementary Data		49
Item 9A. Controls and Procedures		54
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		49
Item 9B. Other Information		54
Item 9A. Controls and Procedures		50
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		54
Item 9B. Other Information		50
PART III		55
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		50
Item 10. Directors, Executive Officers and Corporate Governance		55
PART III		51
Item 11. Executive Compensation		63
Item 10. Directors, Executive Officers and Corporate Governance		51
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		64
Item 11. Executive Compensation		56
Item 13. Certain Relationships and Related Transactions, and Director Independence		68
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		57
Item 14. Principal Accountant Fees and Services		72
Item 13. Certain Relationships and Related Transactions, and Director Independence		61
PART IV		73
Item 14. Principal Accountant Fees and Services		64
Item 15. Exhibit and Financial Statement Schedules		73
PART IV		65
Item 16. Form 10-K Summary		74
Item 15. Exhibit and Financial Statement Schedules		65
Item 16. Form 10-K Summary		68
INDEX TO FINANCIAL STATEMENTS		F-1
SIGNATURES		7570

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; ● “usfounders 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 Company Act” are to the Investment Company Act of 1940, as amended; ● “IPO” or “initial public offering” refers to the ~~company~~initial public offering of our Class A ordinary shares, which was consummated on November 2, 2021; ● “management” or our “management team” are to our ~~company~~officers and directors; ● “original sponsor” are to Cactus ~~Acquisition~~Healthcare ~~Corp~~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, ~~Limited~~2024 approval for, aamong ~~Cayman~~related ~~Islands~~matters, ~~exempted~~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;

● “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association, which went into effect upon the completion of our IPO;

● “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;

● “Companies Law” are to the Companies Law (2021 Revision) of the Cayman Islands, as the same may be amended from time to time;

● “directors” are to our current directors;

● “equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, Class A ordinary shares of our company;

● “extension” are to the extension, to November 2, 2023, of the deadline for our entry into an initial business combination under our amended and restated memorandum and articles of association;

● “extension meeting” are to the extraordinary general meeting in lieu of our 2023 annual general meeting to be held on April 20, 2023 at which we will seek approval for, among related matters, (i) the extension, and (ii) a related extension of the term of the trust agreement until November 2, 2023;

● “founders shares” are to our 3,162,500 Class B ordinary shares, in the aggregate, initially purchased in a private placement (2,875,000 shares), or received in a share dividend (287,500 shares), by our sponsor prior to our IPO, and the Class A ordinary shares that will be issued upon the automatic conversion of those 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”);

● “initial shareholders” are to our sponsor, Cactus Healthcare Management LP, a Delaware limited partnership, and other holders (if any) of our founders shares prior to our IPO;

● “IPO” or “initial public offering” refers to the initial public offering of our Class A ordinary shares, which was consummated on November 2, 2021;

● “letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors and officers on or prior to the date of our IPO, the form of which was filed as an exhibit to the registration statement for our IPO;

● “management” or our “management team” are to our officers and directors;

● “private warrants” are to the 4,866,667 warrants that were issued and sold to our 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 sponsor, officers and directors to the extent our 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;

● “sponsor” are to Cactus Healthcare Management LP, a Delaware limited partnership, including, where applicable, its affiliates;

● “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;

● “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; 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

~~Some~~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 ~~complete~~consummate ~~our~~the ~~initial~~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 aTembo ~~technology~~e-~~based~~LV ~~healthcare~~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 ~~that~~combination isand ~~domiciled~~listing of the combined company on the Nasdaq Stock Market; ● our potential ability to obtain additional financing to support transaction expenses or ~~centered~~post-closing operations; ● our success in ~~Israel~~retaining or recruiting, ~~that~~or ~~carries~~changes ~~out~~required ~~all~~in, our officers, key employees, or adirectors ~~substantial~~following ~~portion~~the business combination; ● our officers and directors allocating their time to other businesses and potential conflicts of ~~its~~interest; ~~activities~~● risks related to the business and operations of Tembo and the markets in ~~Israel~~which it operates; ● the use of proceeds not held in our trust account at Bank of America, orN.A., ~~that~~maintained ~~has~~by ~~some~~Continental ~~other~~Stock ~~significant~~Transfer ~~Israeli~~& ~~connection~~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 ~~our~~statements are ~~ability~~subject to ~~obtain~~numerous ~~shareholder~~risks, ~~approval~~uncertainties, ~~for~~and another ~~extension~~factors that could cause actual results to ~~our~~differ ~~deadline~~materially ~~for~~from ~~consummating~~those anreflected in ~~initial~~such ~~business~~statements, ~~combination~~including atthose ~~the~~discussed ~~extension~~in ~~meeting;~~“Risk Factors” and elsewhere in this Annual Report.

● our expectations around the performance of the prospective target business or businesses;

● our ability to remain qualified for continued listing on the Nasdaq Stock Market despite the likelihood of substantial redemptions of our ordinary shares in connection with the extension meeting;

● our potential ability to obtain additional financing to complete our initial business combination;

● the ability of the combined company resulting from our initial business combination to qualify for initial listing on the Nasdaq Stock Market despite the likelihood of substantial redemptions of our ordinary shares in connection with the extension meeting;

● our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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

● our pool of prospective target, high-tech healthcare businesses in Israel;

● risks associated with acquiring a technology-oriented healthcare business in Israel;

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

● our public securities’ potential liquidity and trading;

● the lack of a market for our securities;

● the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

● the trust account not being subject to claims of third parties; or

● our financial performance following our initial public offering or following our initial business combination.

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 ~~Related~~Relating to our Search for, and Consummation of or Inability to Consummate, a Business ~~Combination~~ ~~Transaction~~Combination

● IfThe ability of our public shareholders to exercise redemption rights with respect to a large number of our shares ~~request~~could toincrease the probability that our initial business combination would be ~~redeemed~~unsuccessful and that you would have to wait for ~~cash~~liquidation in ~~connection~~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 ~~extension~~most ~~meeting~~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 ~~meeting~~major U.S. exchange. We may be unable to ~~approve~~obtain a- ~~proposed~~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, ~~that~~which could ~~increase~~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 ~~probability~~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 ~~unsuccessful~~materially adversely affected by unfavorable macro-economic trends, ongoing military conflicts and ~~that~~other ~~you~~geopolitical ~~would~~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 ~~wait~~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 ~~liquidation~~the purpose of winding up and we would redeem our public shares and liquidate, in ~~order~~which case our public shareholders may receive only $11.12 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 $11.12 per share.

● We may not remain qualified for continued listing following the extension meeting or qualify for initial listing for the combined company following a shareholder meeting for approval of our initial business combination (in each case, on the Nasdaq Stock Market).iv

● WeOur 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 ~~unable~~received by our shareholders in connection with our liquidation may be reduced. ● If, after we distribute the proceeds in the trust account to ~~obtain~~our ~~additional~~public ~~financing~~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 ~~fund~~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 ~~growth~~guidelines ofthat 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 ~~could~~may ~~compel~~not be available), which will cause us to ~~restructure~~be solely dependent on a single business which may have a limited number of products or ~~abandon~~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 ~~particular~~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.

~~● 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.~~v

● ~~Our~~Because ~~search~~we ~~for~~must afurnish our shareholders with target business ~~combination~~financial statements, ~~and~~we ~~any~~may ~~target~~lose the ability to complete an otherwise advantageous initial business combination with ~~which~~some prospective target businesses. ● We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and we ~~ultimately~~take ~~consummate~~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 ~~affected~~affect bysubsequent ~~unfavorable~~attempts ~~macro-economic~~to ~~trends~~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 $11.12 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

● Because there are a large number of special purpose acquisition companies evaluating targets, attractive targets may become scarcer and there may be substantial competition for attractive targets.

● If we do not complete our initial business combination within the prescribed time frame, our public shareholders may receive only $10.20 per share, or less, and our warrants will expire worthless.

● The notes to the condensed financial statements included in this Annual Report contain an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

● Because our sponsor, officers and directors can purchase additional shares in anticipation of the vote at the extension meeting or at the meeting at which our initial business combination transaction will be presented for approval, they may disproportionately influence the outcome.

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,. ~~which~~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.

● Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate.vi

	●	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 ~~the~~ 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.

~~● Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us.~~vii

● AnWe may be a passive foreign investment incompany, ~~our~~or ~~securities~~“PFIC,” ~~may~~which could result in ~~uncertain~~adverse orUnited ~~adverse~~States federal income tax consequences to U.S. ~~federal~~investors. ~~income~~● ~~tax~~Because ~~consequences~~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.

ivEmerging 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. 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.

~~General~~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 consummate our initial business combination. We completed our initial public offering in November 2021, and since that time, we have engaged in discussions with potential business combination target companies; we have not, however, as of yet, reached a definitive agreement with a specific target company with respect to an initial business combination with us.

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, weand ~~are~~have ~~focusing~~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.

~~Industry~~Initial ~~Opportunity~~Public Offering

~~Israel’s~~On ~~thriving~~November ~~healthcare~~2, ~~ecosystem~~2021, -we ~~With~~completed our ainitial ~~population of~~public ~~just~~offering ~~over~~of ~~nine~~12,650,000 ~~million~~units, ~~Israel~~amounting ~~ranks~~to ~~first~~$10 ~~among~~per ~~OECD~~unit ~~member~~for ~~countries~~a intotal ~~gross~~of ~~domestic~~$126,500,000, ~~expenditure~~with oneach ~~R&D~~unit asconsisting ~~a percentage~~ of one ~~GDP:~~Cactus ~~4.9%~~Class ~~compared~~A toordinary ~~2.03%~~share in(12,650,000 ~~the~~total ~~European~~shares) ~~Union,~~and ~~according~~one-half toof ~~the~~one ~~February~~Cactus ~~2020~~public ~~publication~~warrant of(6,250,000 ~~the~~total ~~OECD~~public ~~Directorate~~warrants). ~~for~~Each whole ~~Science,~~Cactus ~~Technology, and~~warrant ~~Innovation.~~entitles ~~According~~the holder thereof to ~~the~~purchase ~~2021~~one ~~Israel~~Cactus ~~Innovation~~Class ~~Authority~~A ~~Annual~~ordinary ~~Report~~share onat ~~Israel’s~~a ~~Life~~price ~~Sciences~~of ~~Industry,~~$11.50 ~~which~~per weshare. ~~refer~~An additional to$2,530,000 aswas invested by the ~~IIA~~initial ~~2021~~sponsor ~~annual~~for ~~report,~~the asbenefit of the ~~date~~public ofshareholders ~~that~~to ~~report,~~preserve ~~approximately~~a ~~1,750~~redemption ~~life~~value ~~sciences~~of ~~companies~~$10.20. ~~were~~Cactus raised ~~active~~total ingross ~~Israel,~~proceeds ~~employing more~~of ~~than 84~~$129,030,000 ~~people.~~in ~~This~~the ~~figure~~IPO, ~~reflects~~and a ~~near-doubling~~total of ~~the~~$129,030,000 ~~number~~was ofdeposited ~~life~~into ~~sciences~~the ~~companies~~Trust inAccount. ~~Israel~~Concurrently with ~~over~~ the ~~last~~closing ~~decade. Israel’s~~of ~~life~~the ~~sciences~~initial ~~industry~~public ~~focuses~~offering, ~~primarily~~Cactus oncompleted ~~medical~~the ~~devices~~private ~~(39%~~sale of ~~companies)~~4,866,667 ~~followed~~private bywarrants ~~digital~~to ~~health~~its ~~(27%),~~initial ~~biotechnology (26%)~~sponsor, Cactus ~~and~~Healthcare ~~pharmaceuticals~~Management ~~(8%).~~LP, ~~According~~at toa ~~the~~purchase ~~Israel~~price ~~Export~~of ~~and~~$1.50 ~~International~~per ~~Cooperation~~private ~~Institute~~placement warrant, ~~pharmaceutical~~generating ~~and~~aggregate ~~medical~~gross ~~equipment~~proceeds of $7,300,000 ~~product~~for ~~exports~~Cactus ~~from~~working ~~Israel~~capital ~~reached~~and ~~$5.2~~IPO-related ~~billion~~closing incosts. ~~2019,~~A ~~constituting~~Cactus ~~approximately~~private 5%warrant ofentitles the ~~total~~holder ~~exports~~to ofpurchase ~~goods~~one ~~and~~Cactus ~~services~~Class ~~from~~A ~~Israel~~ordinary share at an exercise price of $11.50 per share.

~~Academic~~Prior ~~excellence leading~~ to ~~commercial~~the ~~successes - As reviewed~~consummation inof the ~~prestigious~~IPO, ~~medical journal The Lancet~~ in ~~2017~~May 2021, ~~many factors have contributed to~~ the ~~emergence~~initial ofsponsor ~~Israel~~purchased ~~as a “start-up healthcare nation”~~2,875,000 ~~including~~founders ~~the~~shares ~~wide~~in ~~availability~~Cactus offor ~~well-trained~~an ~~scientists~~aggregate ~~and~~purchase ~~engineers,~~price ~~numerous~~of ~~incubator programs~~$25, ~~governmental~~000, ~~support~~or ~~and-~~approximately ~~importantly-academic excellence in healthcare~~$0.009 ~~Although~~per ~~Israel’s population is only about 0~~share.1% ofIn ~~the~~October ~~world’s population~~2021, inCactus ~~2018~~effected ~~Israeli~~a ~~publications~~stock ~~represented~~share ~~close~~dividend toof 0.1% ofshares ~~the~~for ~~worldwide~~each ~~publications~~founder inshare ~~medicine and related biological sciences~~outstanding, ~~(IIA’s~~resulting ~~2019~~in ~~annual~~an ~~report).~~aggregate ~~This~~of ~~academic~~3,162,500 ~~activity~~founder ~~resulted~~shares inoutstanding ~~notable~~and ~~successes,~~held ~~for~~by ~~example:~~the sponsor.

●Founder ~~Doxil,~~Share a chemotherapy for ovarian cancer, developed at the Hadassah Medical Center/Hebrew University and acquired by Johnson & Johnson; ● Azilect, a Parkinson’s disease drug, developed by Teva Pharmaceutical Industries based on research at the Technion, Israel’s Institute of Technology; ● Exelon, a drug for the treatment of Alzheimer’s disease, discovered at the Hebrew University and developed and marketed by Novartis; ● Copaxone, for multiple sclerosis, or MS, originated from the Weizmann Institute of Science, or the Weizmann Institute, and developed and commercialized by Teva Pharmaceutical Industries; and ● Rebif, another MS treatment, developed by the Weizmann Institute in collaboration with Serono’s subsidiary InterPharm.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.

~~Israeli~~On ~~companies~~April ~~reaching~~29, ~~global~~2024, ~~markets~~a -subsequent ~~Israeli~~sponsor ~~successes,~~securities ~~however,~~purchase ~~have~~agreement ~~not~~was ~~been~~executed ~~limited~~between toEVGI, ~~academic~~our ~~innovations~~second ~~acquired~~sponsor, byand ~~large~~ARWM ~~pharmaceutical~~Pte ~~companies.~~Limited In(ARWM”), ~~recent~~our ~~years~~third sponsor, ~~several~~pursuant ~~Israeli~~to ~~biotech~~which, ~~firms~~on ~~that~~May ~~developed~~16, ~~innovative~~2024, ~~products~~EVGI ~~from~~transferred ~~bench~~ to ~~bedside~~ARWM ~~have~~100% ~~gained~~of ~~United~~the ~~States~~Cactus ~~Food~~securities ~~and~~owned ~~Drug~~by ~~Administration~~EVGI. ~~(FDA)~~As ~~and~~part ~~other regulatory~~of ~~approvals~~the ~~and~~closing, ~~started~~a ~~marketing~~change ~~their products~~ in management and the ~~United~~board ~~States~~of ~~and~~directors ~~other~~was ~~regions~~implemented. ~~Notable examples are:~~

●Business ~~UroGen~~Combination Pharma’s JELMYTO® (mitomycin) for urothelial cancer; ● Protalix BioTherapeutics’ Elelyso®, a recombinant glucocerebrosidase enzyme for Gaucher’s disease produced from innovative transgenic plant-based cell cultures; ● Kamada Ltd.’s GLASSIA® (alpha-1 proteinase inhibitor) for emphysema due to congenital deficiency of alpha-1-proteinase inhibitor; ● RedHill Biopharma’s Talicia® for Treatment of H. pylori infection; and ● MediWound’s NexoBrid®, a drug for the debridement of severe burns.Agreement

~~Bio-convergence~~On ~~successes~~August 29, 2024, we signed a Business Combination Agreement (BCA) with Tembo e-LV ~~Israel’s~~B.V. ~~strengths~~(Tembo), ina ~~engineering~~private company incorporated under the laws of the Netherlands,. ITUnder ~~and~~the ~~life sciences~~BCA, ~~make~~the consideration to be paid to the ~~emerging~~equity ~~arena~~holders of ~~bio-convergence~~Tembo ~~another~~is ~~potential~~$838 ~~significant~~million ~~growth~~and ~~engine~~will ~~for~~be paid entirely in the ~~Israeli~~form ~~high-tech~~of newly ~~industry~~issued ordinary shares of new combined company, with each share valued at $10.00. ~~Israeli~~The ~~multidisciplinary~~BCA ~~research~~was ~~combining~~entered ~~engineering~~into by the parties following due diligence and ~~biology~~receipt ~~has~~by ~~produced~~our ~~to-date~~board ~~multiple~~of ~~success~~directors ~~stories,~~of ~~such~~a ~~as:~~fairness opinion from an independent third party. We are advancing activities towards consummating a Business Combination with Tembo.

●Recent Pillcam, the first ingestible diminutive camera for gastrointestinal imaging developed by Given Imaging and sold to Covidien; ● Medinol’s pioneering flexible closed cell coronary stent; ● InSightec’s groundbreaking MRI-guided Focused Ultrasound Surgery (MRgFUS), FDA- approved for Parkinson’s disease; ● NeuroDerm’s first ever liquid levodopa formulation combined with a pump for continuous sub-cutaneous administration in Parkinson’s disease (acquired by Mitsubishi Tanabe for $1.1 billion); ● BiosenseWebster’s CARTO® 3 3D cardiac electrophysiological mapping system for arrhythmia treatment, acquired by Johnson & Johnson; ● MediGuide’s Medical Positioning System, that uses proprietary sub-millimeter sensors for minimally-invasive, intra-body navigation (sold to St. Jude Medical); ● Nanox’s innovative “Cold-Cathode” x-ray source for more efficient radiological imaging; ● Medi-Tate’s iTind, a minimally-invasive device to treat benign prostate hyperplasia, recently acquired by Olympus for $250 million; ● InMode’s novel radio-frequency-based technology that enables minimally-invasive procedures and improves existing surgical procedures across several surgical specialties, such as plastic surgery and dermatology; ● Mazor Robotics’ X STEALTH Edition guidance system for spinal surgery, a technology that originated at the Technion, Israel’s Institute of Technology, and acquired by Medtronic for $1.6 billion; and ● NovoCure’s Optune, an electric field generator to treat gioblastoma multiforme (a type of brain cancer).Developments

~~Looking~~Delisting ahead - While the Israeli life sciences industry is dominated by medical device companies, which represented as of 2020, approximately 39% of all Israeli life sciences companies, the healthcare IT/digital health sector has been growing in recent years. Accordingly, Israel’s life sciences industry’s role in the global healthcare IT and digital health ecosystem is increasing, from 1.5% of global investments in digital health in 2014 to 4.5% in 2019, whereas the country’s population represents only about 0.1% of the world’s population (IIA 2021 annual report). Of the 92 life science companies established In Israel in 2020, 43% were in the digital health subsector, which corresponds with the overall boost in this subsector in the past five years (IIA 2021 annual report). Recent Israeli successes in the field of health-related information technology include Zebra Medical Vision’s FDA-approved radiological analytics platform, and MDClone’s ADAMS big data platform for synthesizing, analyzing, and sharing anonymized clinical data.Nasdaq

On October 29, 2024, we received a notice 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 of our Combination Period - Third Extension

On November 1, 2024, we held an extraordinary general meeting, at which our shareholders voted to approve the Third Extension, which extended the mandatory liquidation date from November 2, 2024 to November 2, 2025. A total of 1,148,799 Class A ordinary shares were redeemed in connection with the Third Extension, resulting in 3,926,071 Class A ordinary shares outstanding, consisting of 763,572 publicly-held Class A ordinary shares and 3,162,499 founders shares. Accordingly, on November 13, 2024, $13,389,826 was distributed from the Trust Account to the shareholders who redeemed their shares.

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

On March 25, 2024, the Company issued an unsecured 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) November 1, 2024, (b) 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.

~~Catalysts~~On March 25, 2024, the Lender advanced $600,000 to 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 ~~Israeli~~Trust ~~healthcare~~Account ~~industry:~~or will be forfeited, eliminated or otherwise forgiven.

InWe ~~addition~~signed a Note extension with the lender to ~~its~~extend the ~~academic~~Maturity ~~excellence~~Date ~~and~~from aNovember ~~track~~1, ~~record~~2024 ofto ~~commercial successes~~November 2, ~~several~~2025. ~~additional~~All ~~factors~~other ~~enhance~~terms of the ~~Israeli~~Note ~~healthcare~~remain ~~ecosystem:~~unchanged by the Note extension.

●Industry Educated and skilled workforce - Israel enjoys a very high percentage of engineers and scientists per capita 140 scientists and technicians per 10,000 employees, highest in the world as of 2011 (Eduard Shteinbuk “R&D and Innovation as a Growth Engine”, National Research University - Higher School of Economics (published July 2011)) and a very high ratio of academic publications per capita (25th in the world in the publication of scientific and technical articles in the fields of physics, biology, chemistry, mathematics, clinical medicine, biomedical research, engineering and technology, and earth and space sciences in journals classified by the Institute for Scientific Information’s Science Citation Index (SCI) and Social Sciences Citation Index (SSCI) as of 2016). ● Government support - The Israeli government founded the Technology Incubator program in the early 1990s. According to the IIA 2021 annual report, as of the date of the report, there were over 22 technological, biotechnological and peripheral entrepreneurship incubators across the country, all of which have been privatized and are owned by seasoned and experienced groups, such as venture capital funds and multinational corporations, as well as private investors. The incubators offer government funding of up to 85% of early-stage project costs for two years. They nurture companies from seed to early stage, thus minimizing the risk to the investor. More than 1,100 projects (as of the date of the IIA 2019 annual report) have so far graduated from the incubators, with over 45% successfully attracting additional investments from different investors. Moreover, the Israeli government (through the IIA) has been investing more than $100 million in the life sciences sector every year for more than a decade via its different programs (IIA 2021 annual report). The main program is the R&D Fund, which offers R&D grants of up to 40% of the approved R&D program cost. ● Investment support - The Israeli Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law, enables foreign companies operating in Israel to benefit from a reduced company tax rate and investment grants. Another incentive program offered by the government provides employment grants for R&D centers in Israel, with a four-year grant scheme covering on average 25% of the employer’s cost of salaries for each new employee. ● Strong VC industry - The total investments in life science companies in Israel in 2020 and in Q1 2021 were $2.5 billion and $900 million, respectively, a significant increase of approximately 55% in 2020 compared to 2019 and a record high in the last decade. Of the total investments in 2020, more than $200 million was invested by Israeli venture capital funds; in the first quarter of 2021, Israeli venture capital funds already invested $100 million, almost 50% of their investment in the full year of 2020 (IIA 2021 annual report). ● Flexible, creative economy - Flexibility and adaptability to change are widely considered primary factors affecting business performance. The world competitiveness index of IMD (a business school that purports to be a leader and pioneer in corporate leadership development) places this attribute among the leading indexes of economic competitiveness. Israel’s ability to swiftly translate market demands into organizational action accounts for its consistently strong performance in the flexibility index and its broad acceptance as a global capital of innovation.Opportunity

~~Advantages~~We ofintend ~~SPAC~~to ~~business~~acquire ~~combination~~a ~~for~~high-quality growth ~~mature~~business ~~Israeli~~or ~~healthcare companies~~asset -that ~~For~~can ~~several~~generate ~~years~~attractive, ~~Nasdaq~~risk-adjusted ~~has~~returns ~~been the Israeli life sciences companies’ main source~~ for ~~public funding~~stockholders. ~~Over~~To ~~40 of~~that ~~the~~end, ~~80+~~our ~~Israeli~~acquisition ~~companies~~and ~~listed on Nasdaq are life sciences companies. Approximately $4.7 billion was raised on Nasdaq by Israeli~~value ~~life~~creation ~~sciences~~strategy ~~companies~~is into ~~the last decade. In 2020 alone~~identify, ~~$751~~acquire ~~million was raised on Nasdaq by 22 Israeli life science companies,~~ and ~~in the first quarter on 2021~~, ~~$203~~after ~~million~~our ~~was~~initial ~~raised~~business ~~by five such companies (IIA 2021 annual report). However~~combination, ~~while~~enhance athe ~~significant~~growth ~~number~~ of ~~mature,~~a ~~potentially~~company ~~profitable,~~in ~~Israeli healthcare companies would be ideal candidates to go public via~~ the ~~route~~clean ~~of an initial public~~and ~~offering~~sustainable onenergy ~~Nasdaq,~~industry ~~they~~that ~~often~~complements ~~have~~the ~~difficulties~~experience ~~doing~~and soexpertise ~~because~~ of ~~size~~our ~~barriers~~new ~~that~~management ~~generally restrict such offerings to larger companies. Additionally~~team, ~~Israeli~~our ~~companies’~~board ~~attempts~~members ~~at public offerings on Nasdaq are hindered by the limited local expertise needed for such a process~~ and ~~are~~our ~~particularly sensitive to its inherent uncertainty~~advisors. ~~Given the growth in the market for special purpose acquisition companies~~ ~~(in~~Our ~~terms~~selection ofprocess ~~number~~leverages ofour ~~companies~~team’s ~~and~~extensive ~~the~~global ~~amount~~network of ~~funds raised by them) in recent years~~relationships, wedeep ~~believe~~industry ~~that~~knowledge ~~this~~across ~~approach~~multiple ~~can be utilized~~geographies, totransaction ~~address~~execution ~~this~~experience ~~unmet need~~ and ~~enable~~deal ~~worthwhile,~~sourcing ~~growth~~capabilities ~~Israeli~~that ~~healthcare~~provide ~~companies~~access to ~~scale~~a upbroad ~~and~~spectrum ~~expand~~of acquisition opportunities.

AsOur ~~mentioned~~goal ~~above,~~is ~~the~~to ~~Israeli~~identify ~~healthcare~~and pursue ~~industry~~businesses ~~has~~that ~~had~~participate ~~many~~in ~~success stories~~the ~~and~~global ~~has~~energy ~~developed~~transition ~~to-date~~ecosystem athat ~~thorough~~are ~~knowhow~~facilitating the way that ~~harbors~~energy ~~great~~is ~~potential~~produced, ~~for~~stored, transmitted, ~~future~~distributed ~~successes~~and consumed, all while reducing or mitigating greenhouse gas emissions. AsWe afocus ~~SPAC~~on companies that isserve ~~focused solely~~key onand evolving segments in the ~~Israeli~~clean ~~healthcare~~energy ~~industry~~ecosystem, ~~and~~including isthose ~~led~~involved byin ~~our~~carbon, ~~management~~hydrogen, sustainable agriculture, and ~~sponsor~~renewable energy, which ~~have~~are ~~substantive~~becoming ~~Israeli~~increasingly ~~business~~intertwined. ~~knowledge,~~Additional ~~experience and~~areas ~~relationships,~~of wefocus ~~believe~~include, ~~that~~but weare ~~will~~not ~~enjoy~~limited ~~the~~to, ~~privilege~~energy ofstorage, ~~selecting~~distributed energy, azero-emission ~~promising~~transportation, ~~company~~carbon ~~out~~utilization, oflow aor ~~large~~carbon-free ~~variety~~industrial ofapplications ~~available~~and ~~companies~~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.

~~Acquisition~~The ~~Strategy~~following ~~and~~differentiated value ~~Criteria~~propositions will allow us to bring to the public market a highly attractive business:

~~Our~~● ~~acquisition~~successful ~~strategy~~investment isand toM&A ~~identify~~track anrecord ~~untapped~~across ~~opportunity~~public ~~within our target Israeli healthcare industry~~ and ~~offer~~private amarkets; ~~public-ready~~● ~~business,~~established adeep ~~facility~~relationships ~~through~~and ~~which~~insights towithin ~~enter~~private ~~the~~equity ~~public sphere, access capital markets,~~ and ~~advance~~clean ~~its~~energy ~~priorities.~~sectors Weglobally; ~~are~~● ~~focusing~~proven onexperience ~~small~~in toconsummating ~~mid-size~~transactions; ~~Israeli-related~~● ~~healthcare~~operational ~~companies~~expertise ~~that~~to ~~have~~add avalue ~~solid novel~~and ~~technological~~help ~~foundation~~grow and ~~promising~~optimize ~~market~~businesses ~~opportunities~~post-acquisition; ~~which~~● ~~have~~decades ~~so far refrained from becoming public for a variety~~ of ~~reasons. We~~experience ~~hope~~in toclean ~~serve~~energy asand antechnology ~~attractive~~investing; ~~partner~~● ~~for~~sustainable ~~those~~infrastructure ~~companies,~~project ~~enabling~~development ~~them~~and toexecution; go● ~~public~~leadership inteam; an● ~~alternate,~~proprietary ~~more~~deal ~~easily~~flow; ~~accessible manner - a business combination transaction -~~ and to● ~~thereby~~comprehensive ~~benefit~~set ~~from~~of ~~the~~competencies ~~capital-raising~~in ~~options~~clean ~~available~~energy, ~~for~~decarbonization aand ~~publicly~~other ~~traded~~energy ~~company in~~transition ~~the~~investment Uthemes.S.

Effecting Our ~~sponsor’s participants and their affiliates have extensive~~Initial ~~experience~~Business and expertise in strategic investments in public and private companies where they have a strong investment conviction driven by clearly identifiable growth opportunities. We will apply a similar investment philosophy and approach to analyze prospective targets and identify an attractive business combination.Combination

We have identified the following general, non-exclusive criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We have been using these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target that does not meet one or more of these criteria and guidelines. We intend to focus on target businesses or assets with the following attributes:General

~~● Small-to Middle-Market Businesses~~ We ~~believe~~are ~~that~~not ~~the~~presently ~~small-to~~engaged in, ~~middle-market segment provides the greatest number of opportunities for investment~~ and iswe ~~consistent~~will ~~with~~not ~~our~~engage ~~sponsor’s~~in, ~~participants’~~any ~~investment~~operations ~~history~~until ~~across the various healthcare segments. These segments are where~~ our ~~management~~initial ~~team~~business ~~has the strongest capability to identify attractive opportunities~~combination. We ~~are~~intend ~~seeking~~ to ~~acquire~~effectuate ~~potential~~our ~~target~~initial ~~businesses~~business ~~which~~combination using ~~can~~cash ~~use the funding we bring to achieve value-creating milestones. ● Benefit~~ from ~~Being a Public Company. We are seeking potential target businesses with scientific or other competitive advantages in~~ the ~~markets~~proceeds inof ~~which they operate that can benefit from a broader access to capital, and~~ the ~~heightened~~initial public ~~profile~~offering, ~~associated with being~~ a ~~publicly~~private ~~traded~~placement ~~company.~~at ●the ~~Technology-Driven~~time ~~Business~~of ~~Model. We are seeking to acquire potential target businesses with a pioneering scientific and technology platform, including in~~ the ~~life sciences/biotech, medical technology, healthcare information technology and technology-enabled services sector. ● Experienced Management Team. We are seeking to acquire~~ business ~~with~~combination ~~a strong~~closing, ~~experienced~~our capital ~~managerial~~stock, ~~financial,~~debt ~~and~~or ~~technology/scientific~~a ~~experience~~combination asof ~~well~~these as ~~mature~~the ~~policies~~consideration onto ~~corporate~~be ~~governance~~paid ~~and reporting~~ in ~~place.~~our ●initial ~~Significant Growth Prospects. We are looking to select a target~~ business expected to have significant embedded and/or underexploited growth opportunities; with near- and longer-term valuation inflection points that will allow them to reap the advantages and acceleration of having access to public capital marketscombination.

WeAccordingly, ~~may~~stockholders are ~~use~~investing ~~other~~without ~~criteria~~first ~~and~~having ~~guidelines~~an asopportunity ~~well. Any evaluation relating~~ to evaluate the specific merits or risks of aany ~~particular~~one ~~initial~~or more business combinations. A business combination may beinvolve ~~based~~the onacquisition ~~these~~of, ~~general~~or ~~criteria~~merger ~~and~~with, ~~guidelines~~a ascompany ~~well~~which asdoes ~~other~~not ~~considerations~~need substantial additional capital, but ~~factors,~~which ~~and~~desires ~~criteria~~to ~~that~~establish ~~our~~a ~~management~~public trading market for its shares, while avoiding what it may deem ~~relevant~~to be adverse consequences of undertaking a public offering itself. IfThese weinclude ~~decide~~time todelays, ~~enter~~significant anexpense, ~~initial~~loss ~~business~~of ~~combination~~voting control and compliance with avarious ~~target~~federal ~~business~~and ~~that~~state ~~does~~securities ~~not~~laws. ~~meet~~In the ~~above~~alternative, ~~criteria~~we ~~and~~may ~~guidelines,~~seek weto ~~will~~consummate ~~disclose~~a ~~that~~business ~~fact~~combination inwith ~~our~~a ~~shareholder~~company ~~communications~~that ~~related~~may tobe ~~the~~financially ~~acquisition.~~unstable Asor ~~discussed~~in ~~elsewhere~~its inearly ~~this~~stages ~~Annual~~of ~~Report,~~development ~~this~~or ~~would~~growth. beWhile inwe ~~the~~may ~~form~~seek ofto ~~proxy~~effect ~~solicitation~~simultaneous ~~materials~~business orcombinations ~~tender~~with ~~offer~~more ~~documents~~than ~~that~~one target business, we ~~would~~will ~~file~~probably ~~with~~have the ~~Securities~~ability, ~~and~~as ~~Exchange~~a ~~Commission~~result of our limited resources, orto ~~SEC~~effect only a single business combination.

InSources evaluating a prospective target business, we conduct a comprehensive due diligence review. That due diligence review may include, among other things, financial statement analysis, initial public offering readiness assessment, business practices integration analysis, document reviews, meetings with the target’s management and other employees, inspection of ~~facilities,~~Target consultations with relevant industry experts, competitors, customers, and suppliers, as well as a review of additional information (operational, financial, legal and otherwise) that we obtain as part of our analysis of a target company.Businesses

We believe based on our management’s business knowledge and past experience that there are ~~not~~numerous ~~prohibited~~potential ~~from~~candidates ~~pursuing~~available. anOur ~~initial~~principal ~~business~~means ~~combination with~~of aidentifying ~~company~~potential target ~~that~~businesses is ~~affiliated~~through ~~with~~the extensive contacts and relationships of our sponsor, ~~officers~~initial stockholders, orofficers and directors. InWhile our ~~the~~officers ~~event~~and wedirectors ~~seek~~are not required to ~~complete~~commit ~~our~~any ~~initial~~specific ~~business~~amount ~~combination~~of time in identifying or performing due diligence on potential ~~with~~target abusinesses, ~~company~~our officers and directors believe that isthe ~~affiliated~~relationships ~~with~~they have developed over their careers and their access to our sponsor,’s ~~officers,~~contacts orand ~~directors,~~resources ~~we,~~will orgenerate a ~~committee~~number of ~~independent~~potential ~~directors,~~business combination opportunities that will ~~obtain~~warrant anfurther ~~opinion~~investigation. Target business candidates are also brought to our attention from anvarious ~~independent~~unaffiliated sources, including investment ~~banking~~bankers, venture ~~firm~~capital ~~which~~funds, isprivate aequity ~~member~~funds, ofleveraged ~~FINRA~~buyout orfunds, anmanagement ~~independent~~buyout ~~accounting~~funds ~~firm~~and ~~that~~other ~~our~~members ~~initial~~of ~~business~~the financial community. ~~combination~~Target isbusinesses ~~fair~~may be brought to our ~~company~~attention ~~from~~by such unaffiliated sources as a ~~financial~~result ~~point~~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 ~~view~~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.

~~Sourcing~~We are not restricted from entering into an agreement or transaction with a target business that is affiliated with any of ~~Potential~~our ~~Business~~officers, ~~Combination~~directors ~~Targets~~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 believe that the operational and transactional experience of our management team and members of our sponsor (and the investors in the sponsor) and the relationships they have developed because of such experience, provides us with a substantial number of potential business combination targets. Our management team and other members of our sponsor have operated and invested in leading Israeli and global healthcare companies across their corporate life cycles and have developed deep relationships with organizations and investors operating around the world, and in our target region, Israel, in particular. This network has grown through sourcing, acquiring, and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships and this experience will help us to identify attractive Israeli-related healthcare technology-based businesses that can benefit from access to the public markets, and execute complex business combination transactions, thereby enhancing shareholder value. In addition, target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

We believe that we are uniquely positioned to leverage our sponsor’s, affiliates’ and management team’s successful track record growing Israeli healthcare technology companies into large, successful publicly traded entities, and their deep network of relationships in Israel and elsewhere, as strong competitive advantages. We utilize our management’s and sponsor’s expertise and their respective proven deal-sourcing capabilities to provide us with a strong pipeline of potential targets.

We believe that the experience of our management team and directors in evaluating assets through investing and company building enables us to source the highest quality targets. Our selection process leverages the relationships of our management team with industry captains, leading venture capitalists, private equity and hedge fund managers, respected peers, and a network of investment banking executives, attorneys, and accountants. Together with this network of trusted partners, we can capitalize the target business and create purposeful strategic initiatives to achieve attractive growth and performance targets.

Our management team consists of professionals and senior operating executives of various companies and entities with decades of experience and industry exposure in various Israeli healthcare industries. Based on our management team’s extensive experience and industry exposure, we believe that we may be able to identify, evaluate the risk and reward of, and execute on attractive acquisition opportunities.

Significant Activities since Inception

On November 2, 2021, ~~the~~we ~~Company~~ consummated the closing of ~~its~~our initial public offering, selling 12,650,000 units to the public and generating aggregate gross proceeds of $126,500,000 for ~~the Company~~us. ~~Each~~ Each unit consists of one Class A ordinary share ~~of the Company, par value $0.0001 per share~~ and one-half redeemable warrant ~~of the Company~~, 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 ~~initial public offering,~~ ~~the~~IPO, ~~Company~~we completed the private sale of 4,866,667 private warrants ~~(the “Private Placement Warrants”)~~ to ~~Cactus~~our ~~Healthcare~~original ~~Management LP~~sponsor at a purchase price of $1.50 per ~~Private~~private ~~Placement Warrant~~warrant, generating aggregate gross proceeds of $7,300,000 for ~~the Company~~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 “~~CCTSU~~CCTSFU”. As of December 30, 2021, holders of the units sold in ~~the~~our ~~Company’s~~ initial public offering could begin to elect to separately trade the Class A ordinary shares and warrants included in the units. ~~The~~Following our delisting from Nasdaq on November 5, 2024, our Class A ordinary shares, ~~and~~ warrants ~~that~~and units are ~~separated~~now ~~may~~quoted ~~be traded~~ on the ~~Nasdaq~~OTC ~~Global~~Pink Market under the symbols “CCTSFF” “~~CCTS~~CTSWF” and “~~CCTSW,~~CTSUF” , respectively. ~~Units that are not separated continue to trade on the Nasdaq Global Market under the symbol “CCTSU.”~~

Status of Our Initial Business Combination

On August 29, 2024, we 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 terms of the BCA:

	●	Company 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.

The BCA includes governance provisions, including board representation from both the Tembo and CCTSF sponsor groups and customary lock-up arrangements restricting the resale of Holdco shares following closing. The transaction is structured to qualify as a tax-free reorganization under Section 351 of the U.S. Internal Revenue Code.

In connection with the BCA, key shareholders of both Tembo and CCTSF have entered into Investor Support Agreements, agreeing to vote in favor of the proposed transaction and to refrain from exercising redemption rights. Additionally, the parties executed lock-up agreements and an Investor Rights Agreement providing customary registration rights for certain Holdco shareholders.

The closing of the business combination remains subject to regulatory approvals, including SEC clearance of the Form F-4 registration statement, the completion of financial audits under PCAOB standards, shareholder approvals, and other customary conditions.

Competitive Strengths

Status as a Public Company

We believe that our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock or other equity interests in the target business for our ordinary shares or for a combination of our ordinary shares and cash, allowing us to tailor the consideration used in the transaction to the specific needs of the sellers. We believe that target businesses might find this avenue a more certain and cost-effective method to becoming a public company than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.

Furthermore, once the business combination is consummated, the target business will have effectively become a public company, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests than it would have as a privately-held company. Public company status can offer further benefits by enhancing a company’s profile among potential new customers and vendors and attracting talented employees.

While we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or with a private company. These limitations include constraints on our available financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek shareholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our outstanding warrants, which may represent a source of future dilution.

Financial Position

With funds available in our trust fund in an amount of $~~132~~9,~~022~~080,~~981~~ 000 (as of ~~March~~April 1615, ~~2023~~2025), which amount will be reduced as a result of ~~(i)~~ any redemptions in connection with ~~the~~any future extension meeting and/or a meeting to approve a business combination, (ii) payment of up to $4,427,500 as a deferred underwriting fee to Oppenheimer and Moelis in connection with the business combination and (iii) additional fees and expenses associated with our initial 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~~ business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the ~~most~~ 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 ~~possibility that there may be a~~ significant percentage of our public shareholders that ~~may~~have ~~elect~~elected to redeem their shares in connection with our first extension meeting, second extension meeting, third extension meeting, and~~/or~~ our article amendment meeting, and may elect to redeem at a meeting to approve a business combination, thereby reducing our cash resources, we ~~may~~ 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.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any substantive commercial business during our initial period of existence as a public company. We intend to utilize the cash derived from the proceeds of our initial public offering and the concurrent private placement of private warrants, along with our shares, debt or a combination of these in effecting a business combination. Accordingly, investors who purchase our securities currently do not yet have the ability to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of 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 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.

Subject to our management team’s pre-existing fiduciary obligations and the fair market value requirement described below, we have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses other than as described above. Accordingly, there is no basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of Target Businesses

Based on our management’s business knowledge and past experience, we believe that there are numerous potential candidates as target business. Our principal means of identifying potential target businesses is by leveraging the extensive contacts and relationships of our initial shareholders, 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, the relationships that they have developed over their careers and their access to our sponsor’s members’ and affiliates’ contacts and resources have been able to generate a number of potential business combination opportunities that 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 have been brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources have also introduced us to target businesses they think we may be interested in on an unsolicited basis, because many of these sources will have read our public disclosures 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 the trust account (excluding taxes payable on the income accrued in the trust account, and prior to any reduction due to redemptions at the extension meeting), 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 shareholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other 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 $10,000 monthly administrative services fee; the payment of consulting, success or finder fees to our sponsor, officers, directors, initial shareholders or their affiliates in connection with the consummation of our initial business combination; the repayment of $450,000 of loans that our sponsor is expected to extend to us in April 2023 for working capital purposes, which will be represented by a promissory note that we will issue to our sponsor; and repayment of the remainder of up to $1,500,000 (including the foregoing $450,000 amount) of loans that the sponsor or its affiliates may provide to us, which may be converted by the lenders into warrants to purchase Class A ordinary shares, at a price of $1.50 per warrant, at the option of the lenders. Our audit committee reviews and approves 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. We have no present intention to enter into a business combination with a target business that is affiliated with any of our officers, directors or sponsor. However, we are not restricted from entering into any such transactions 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 shareholders from a financial point of view.

Selection of a Target Business and Structuring of a Business Combination

Subject to our management team’s pre-existing fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding taxes payable on the income accrued in the trust account, and prior to any reduction due to redemptions at the extension meeting) at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, and that we must acquire a controlling interest in the target business, our management has virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses, except as described above under “Selection of a Target Business and Structuring of a Business Combination”.

An evaluation relating to the merits of a particular business combination is based, to the extent relevant, on such factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we conduct an extensive due diligence review which encompasses, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence review is conducted either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third parties.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed results in a loss to us and reduces the amount of capital available to otherwise complete a business combination.

Fair Market Value of Target Business

~~Nasdaq~~Prior to our delisting, Nasdaq listing rules ~~require~~required that the target business or businesses ~~that~~ we ~~acquire~~acquired ~~must~~ collectively have a fair market value equal to at least 80% of the balance of the funds in ~~the~~our trust account (excluding taxes payable on ~~the~~ income earned on the trust account~~, and prior to any reduction due to redemptions at the extension meeting~~) at the time of ~~the execution of~~ executing a definitive agreement for ~~our~~an initial business combination. ~~Notwithstanding~~As ~~the foregoing, if~~ we are ~~not~~no ~~then~~ longer listed on Nasdaq ~~for whatever reason~~, we ~~would~~are no longer be required to meet ~~the foregoing~~ 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.

WeOn ~~currently~~August ~~anticipate structuring a business combination to acquire~~29, or ~~to be acquired by~~2024, ~~the target business or businesses. We may, however, structure our initial business combination where~~ we ~~merge directly~~entered ~~with~~into ~~the~~a ~~target~~definitive ~~business~~Business orCombination ~~where~~Agreement wewith ~~acquire~~Tembo ~~less~~e-LV ~~than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons~~B.V., ~~but~~under which we will ~~only~~ complete ~~such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires~~ a ~~controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post~~multi-step transaction ~~company~~that ~~owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business~~includes ~~combination may collectively own~~ a ~~minority~~merger ~~interest in the post-transaction company, depending on valuations ascribed to the target~~ and us inshare ~~the business combination transaction~~exchange. ~~For~~While ~~example,~~ we ~~could~~previously ~~pursue~~considered amultiple transaction ~~in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock~~structures, ~~shares or other equity interests of a target. In this case, we could acquire a 100% controlling interest in~~ the ~~target;~~terms ~~however, as a result~~ of the ~~issuance~~Business ofCombination ~~a substantial number of new shares, our shareholders immediately~~Agreement ~~prior~~provide to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for ~~purposes of~~ the ~~80%~~merger of ~~trust account~~Merger ~~balance~~Sub ~~test. We could also be acquired by the target business (as is done often~~ with ~~Israeli target companies), in which case the target company will issue to our shareholders a number of shares representing a certain percentage of the combined company,~~ and ~~our company~~into ~~will~~CCTSF ~~be merged with,~~ and ~~survive as, a wholly-owned subsidiary of~~ the ~~target~~exchange ~~company. In that structure, as well, the valuation given to the target company in the transaction will need to exceed 80%~~ of ~~the~~Class ~~value~~A ofordinary ~~the~~shares ~~balance~~for ofHoldco ~~the~~ordinary ~~funds in the trust account (excluding taxes payable on the income earned on the trust account, and prior to any reduction due to redemptions at the extension meeting)~~shares.

8In connection with the Business Combination Agreement, our board of directors reviewed the financial condition and valuation of Tembo, including an independent fairness opinion. Specifically, CCTSF engaged Gemini Valuation Services, LLC (“GVS”) to provide a fairness opinion regarding the proposed transaction. GVS reviewed Tembo’s financial statements, internal projections, comparable company analyses, and held discussions with Tembo’s senior management. Based on its analysis, GVS concluded that the consideration to be paid in the business combination is fair, from a financial point of view, to CCTSF and its security holders.

The ~~fair~~proxy ~~market~~materials ~~value~~or ~~of the target will be determined by our board~~registration ofstatement ~~directors based upon one or more standards generally accepted by the financial community~~ (~~such~~Form ~~as actual and potential sales, earnings, cash flow and/or book value~~F-4). ~~The~~being ~~proxy~~prepared ~~solicitation materials or tender offer documents used by us~~ in connection with ~~any~~the ~~proposed~~ transaction will ~~provide~~include ~~public~~further ~~shareholders~~information ~~with~~regarding ~~our analysis of~~ the ~~fair~~financial ~~market~~analysis performed ~~value~~by ~~of the target business~~GVS, as well as the ~~basis~~full ~~for~~fairness ~~our determinations. If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an~~ opinion ~~from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria~~. We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

Lack of Business Diversification

We expect to complete our business combination with just one business~~. Therefore~~, atTembo ~~least~~e-LV ~~initially~~B.V. Therefore, the prospects for our success will likely bedepend entirely ~~dependent~~on ~~upon~~ the future performance of athis ~~single business~~one ~~operation~~business. Unlike ~~other~~ entities ~~which~~with ~~may have~~ the resources to ~~complete~~diversify ~~several~~operations ~~business~~across ~~combinations of entities operating in~~ multiple ~~industries~~businesses or ~~multiple~~industries, ~~areas~~we ofwill ainitially be ~~single~~reliant ~~industry,~~on itTembo’s isbusiness ~~probable~~operations, ~~that~~and we will not ~~have the resources to diversify our operations or~~ benefit from the ~~possible~~potential ~~spreading~~to ofspread ~~risks~~risk oracross ~~offsetting~~multiple ofunrelated ~~losses. By consummating a~~ business ~~combination with only a single entity,~~ ~~our lack of diversification may:~~lines.

●As ~~subject~~a ~~us to numerous economic~~result, ~~competitive~~our ~~and~~lack ~~regulatory developments, any or all~~ of ~~which~~diversification may ~~have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and~~:

● ~~result~~subject inus ~~our~~to ~~dependency~~numerous ~~upon~~economic, ~~the~~competitive, ~~performance~~and ofregulatory developments that could have a ~~single~~significant ~~operating~~adverse ~~business~~impact oron the ~~development~~specific orindustry ~~market~~in ~~acceptance~~which ofTembo aoperates ~~single~~following orthe ~~limited~~business ~~number~~combination; and ● result in our dependency on the success of Tembo’s business, products, ~~processes~~and or services, and the market acceptance thereof.

Limited Ability to Evaluate the Target Business’ Management

Although we ~~scrutinize~~conducted due diligence on the management of aTembo ~~prospective~~e-LV ~~target~~B.V. ~~business when~~in ~~evaluating~~connection with the ~~desirability~~evaluation of ~~effecting~~the a business combination, we cannot assure you that our assessment of ~~the target business~~Tembo’s management will prove to be ~~correct~~accurate. In addition, we cannot ~~assure~~guarantee ~~you~~ that ~~the~~Tembo’s ~~future~~ management team will ~~have~~possess all of the necessary skills, qualifications , or ~~abilities~~experience to ~~manage~~operate a public company. ~~Furthermore,~~listed ~~the~~on ~~future~~Nasdaq ~~role of our officers and directors, if any, in the target business~~ following a business combination cannot presently be stated with any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following a business combination, it is unlikely that they will devote their full-time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the ~~company~~completion ~~after the consummation~~ of ~~a business combination 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 the business~~ combination ~~and could provide for them to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination~~. While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the particular target business.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.6

9The future role of our current officers and directors, if any, in the combined company following the business combination has not been determined. While it is possible that some of our key personnel may remain associated with the combined company in senior management or advisory positions, they are not expected to devote their full-time efforts to its operations. Any continued involvement of our key personnel would be subject to the negotiation of separate employment or consulting agreements with the combined company. Such negotiations, if 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.

Additionally, while Tembo’s incumbent management is expected to lead the combined company following the business combination, we cannot assure you that they will be successful in operating the business as a public company. Furthermore, the combined company may seek to recruit additional executives to supplement Tembo’s existing leadership team, but there can be no assurance that we will be able to attract or retain such individuals or that any additional managers recruited will possess the skills and expertise needed to enhance the combined company’s performance.

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

In connection with any proposed business combination, we will either (1i) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in ~~the~~our trust account (net of taxes payable), or (2ii) provide our shareholders with the opportunity to sell their shares to us by means of 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 ~~the~~our trust account (net of taxes payable), 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 will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. In that case, we will file tender offer documents with the SEC, which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. 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 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 ~~the~~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 ~~applicable~~ ~~time~~combination period, if at all. Public shareholders who dohave not ~~redeem~~redeemed their shares in connection ~~with~~ the first extension meeting ~~may therefore~~, ~~have~~the tosecond ~~wait~~extension 18meeting ~~months (~~or, if the ~~extension~~articles isamendment ~~approved~~meeting atmay ~~the~~have ~~extension~~to ~~meeting,~~wait upuntil tothe 24end ~~months)~~of ~~from~~ the ~~closing~~combination ~~date~~period, ofor ~~our~~November ~~initial~~2, ~~public~~2025, ~~offering~~ in order to be able to receive a pro rata share of ~~the~~our trust account. Our sponsor, ~~initial~~ shareholders, officers and directors have agreed (1i) to vote any ordinary shares owned by them in favor of any proposed business combination, (2ii) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination, and (3iii) not sell any ordinary shares in any tender in connection with a proposed initial business combination.

None of our officers, directors, sponsor, ~~initial~~ shareholders or their affiliates indicated any intention to purchase Class A ordinary shares from public shareholders in the open market or in private transactions. However, in connection with ~~the extension meeting or~~ a meeting to approve a proposed business combination, if a significant number of ~~shareholders~~ shareholders vote, or indicate an intention to vote, against the ~~extension or against such~~ proposed business combination or intend to have their shares redeemed, our officers, directors, 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 ~~would~~ 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.

~~Redemption Rights~~7

AtRedemption ~~the~~Rights ~~extension meeting and at any additional general meeting called to approve 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~~ ofPublic ~~the~~Stockholders ~~aggregate~~upon ~~amount~~Completion ~~then on deposit in the trust account as~~ of two business days prior to the 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~~Initial ~~shareholders~~Business 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 the trust account, less any taxes then due but not yet paid.Combination

~~Our~~At ~~sponsor,~~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 ~~officers~~trust ~~and~~account ~~directors~~as ~~will~~of two business ~~not~~days ~~have~~prior ~~redemption~~to ~~rights~~an ~~with~~extension ~~respect~~meeting or prior to the consummation of the initial business combination (as applicable), less any ~~ordinary~~taxes ~~shares~~then due ~~owned~~but bynot ~~them~~yet paid. Alternatively, ~~directly~~in orthe ~~indirectly~~case of approval of the business combination, ~~whether~~we ~~acquired~~may ~~prior~~provide our public shareholders with the opportunity to ~~our~~sell ~~initial~~their Class A ordinary shares to us through a tender offer (and thereby avoid the need for a shareholder vote) ~~public~~for ~~offering~~an oramount ~~purchased~~equal byto ~~them~~their inpro rata share of the ~~initial~~aggregate ~~public~~amount ~~offering~~then oron deposit in ~~the~~our ~~aftermarket~~trust account, less any taxes then due but not yet paid.

10Our sponsor shareholders, the other initial shareholders and our officers and directors will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior to our initial public offering or purchased by them in the initial public offering or in the after market.

We may require public shareholders, whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates 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 the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve ~~the~~ an extension or the business combination (as applicable). There is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the ~~tendering~~ 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~~ incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is a requirement of of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders seeking to exercise redemption rights to do so prior to ~~the~~an extension or prior to the consummation of the proposed business combination, and the proposed extension or business combination is not consummated, and, consequently, redemptions are not this may result in an increased cost to shareholders.

Any proxy solicitation materials we furnish to shareholders in connection with a vote for ~~the~~an extension and for any proposed business combination will indicate whether we are requiring shareholders to satisfy such certification and delivery requirements. Accordingly, a shareholder would have from the time the shareholder received our proxy statement up until two business days prior to the scheduled vote on the proposal to approve ~~the~~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 not he, she or it is a record holder or his, her or its shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his, her or its shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact.

Any 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).

If ~~the~~our ~~extension or~~ initial proposed business combination is not ~~approved or~~ completed, ~~for~~we ~~any~~may ~~reason,~~continue ~~then~~to ~~our~~try ~~public~~to ~~shareholders~~complete ~~who~~a ~~elected~~business tocombination ~~exercise~~with ~~their~~a ~~redemption~~different ~~rights~~target ~~would~~until ~~not~~the beend ~~entitled~~of tothe ~~redeem~~combination period, ~~their~~or ~~shares~~November ~~for~~2, ~~the~~2025, ~~applicable~~unless ~~pro~~a ~~rata~~further ~~share~~extension ofto the ~~trust~~combination ~~account.~~period Inis ~~such~~approved ~~case,~~by weour ~~will~~shareholders ~~promptly~~in ~~return~~accordance ~~any~~with ~~shares~~our ~~delivered~~amended and byrestated ~~public holders~~memorandum and articles of association.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 18 months, or, if our extension is approved, 24 months, from the closing date of our initial public offering.8

Redemption of Public Shares and Liquidation if No Initial Business Combination

~~Our~~We ~~sponsor, officers and directors have agreed that we~~ will have only 18 ~~months,~~until ~~or, if~~ the end ~~extension~~of ~~is approved at~~ the ~~upcoming~~combination ~~extension~~period ~~meeting, 24 months, from the closing date of our initial public offering~~ to complete our initial business combination. If we are unable to complete our initial business combination by ~~within~~the ~~such~~end ~~18-month or~~of ~~24-month~~the combination period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in ~~the~~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 ~~within~~by the end ~~18-month~~of ~~or, if~~ the ~~extension is~~combination ~~approved, 24-month time~~ 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 ~~the~~our trust account with respect to their founders shares if we fail to complete our initial business combination ~~within~~by ~~18 months or during any extension period from~~ the ~~closing~~end ~~date~~ of ~~our~~the ~~initial~~combination ~~public offering~~period. However, if our ~~initial~~original sponsor and other initial shareholders acquire public shares, they will be entitled to liquidating distributions from ~~the~~our trust account with respect to such public shares if we fail to complete our initial business combination ~~within~~by the ~~allotted~~end ~~18-month~~of ~~or, if~~ the ~~extension~~combination ~~is approved, 24-month time frame~~period.

11Our original sponsor and 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 (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, 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 shares. However, we may 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).

~~Our~~We ~~sponsor,~~expect ~~officers~~that all costs and ~~directors~~expenses ~~have~~associated ~~agreed,~~with ~~pursuant~~implementing toour aplan ~~written agreement~~of ~~with us~~dissolution, ~~that~~as ~~they~~well ~~will~~as ~~not~~payments ~~propose~~to any ~~amendment~~creditors, towill ~~our~~be ~~amended~~funded ~~and~~from ~~restated~~the ~~memorandum and articles~~ $10,000 of ~~association~~proceeds ~~(A)~~held ~~that would~~outside ~~affect~~ our ~~public~~trust ~~shareholders’~~account ~~ability~~as toof ~~convert~~April or15, ~~sell~~2025, ~~their~~plus ~~shares~~proceeds tofrom ~~us in connection with~~ a ~~business~~loan ~~combination~~from ~~as described~~the ~~herein~~we orare tocurrently ~~modify~~in the ~~substance~~process ~~or timing~~ of negotiating, ~~the~~although ~~redemption~~we ~~rights~~cannot ~~provided~~assure toyou ~~shareholders~~that asthere ~~described~~will inbe ~~this~~sufficient ~~Annual~~funds ~~Report or~~for ~~(B)~~such ~~with~~purpose. ~~respect~~However, toif ~~any~~those ~~other~~funds ~~provision~~are ~~relating~~not sufficient to ~~shareholders’~~cover ~~rights~~the orcosts ~~pre-initial~~and ~~business~~expenses ~~combination~~associated ~~activity,~~with ~~unless we~~implementing ~~provide~~ our ~~public~~plan ~~shareholders~~of ~~with~~dissolution, ~~the opportunity~~ to ~~redeem~~the ~~their~~extent ~~public~~that ~~shares~~there ~~upon~~is ~~approval of~~ any ~~such~~interest ~~amendment at a per-share~~accrued ~~price, payable~~ in ~~cash,~~our ~~equal to the aggregate amount then on deposit in the~~ trust account, ~~including~~not ~~interest~~required ~~(which~~to ~~interest~~pay ~~shall be net of~~ taxes ~~payable)~~, ~~divided by the number of then issued and outstanding public shares. However,~~ we may ~~not~~request ~~redeem~~the ~~our~~trustee ~~public~~to ~~shares in~~release anto ~~amount~~us ~~that~~an ~~would~~additional ~~cause~~amount ~~our~~of ~~net~~up ~~tangible assets~~ to ~~be less than~~ $5100,000~~,001~~ ~~either immediately prior to or upon completion~~ of ~~our~~ ~~initial~~such ~~business~~accrued ~~combination~~interest ~~(so that we do not then become subject~~ to ~~the~~pay ~~SEC’s~~those ~~“penny~~costs ~~stock”~~and ~~rules)~~expenses.

WeIf ~~expect~~we ~~that~~were ~~all~~to ~~costs~~expend ~~and~~all of ~~expenses~~the ~~associated~~net ~~with~~proceeds ~~implementing~~ from our ~~plan~~initial ofpublic ~~dissolution,~~offering asand ~~well~~the assale ~~payments~~of tothe ~~any~~private ~~creditors~~warrants, ~~will~~other bethan ~~funded from~~ the ~~$243,000 of~~ proceeds ~~held~~deposited ~~outside~~in ~~the~~our trust ~~account~~ ~~as of December 31~~account, ~~2022,~~and ~~plus~~without ~~proceeds~~taking ~~from~~into aaccount ~~$450~~interest,~~000~~ ~~loan~~if ~~from~~any, ~~the~~earned ~~sponsor~~on ~~that~~our ~~will~~trust beaccount, ~~represented~~the byper-share aredemption ~~promissory~~amount ~~note~~received ~~that~~by ~~we will~~shareholders ~~issue~~upon toour ~~the~~dissolution ~~sponsor,~~would ~~although~~be weapproximately ~~cannot~~$11.12. ~~assure~~The ~~you~~proceeds ~~that~~deposited ~~there~~in ~~will~~our betrust ~~sufficient~~account ~~funds~~could, ~~for such purpose. However~~however, ifbecome ~~those~~subject ~~funds are not sufficient~~ to ~~cover~~ the claims ~~costs~~of ~~and expenses associated with implementing~~ our ~~plan~~creditors ofwhich ~~dissolution,~~would tohave ~~the~~higher ~~extent~~priority ~~that~~than ~~there is any interest accrued in~~ the ~~trust~~claims ~~account~~of ~~not~~our ~~required~~public toshareholders. ~~pay~~We ~~taxes,~~cannot weassure ~~may~~you ~~request~~that the ~~trustee~~actual per-share toredemption ~~release~~amount toreceived usby anshareholders ~~additional~~will ~~amount~~not ofbe upsubstantially toless than $~~100,000 of~~11.12. ~~such~~While ~~accrued~~we ~~interest~~intend to pay ~~those~~such ~~costs~~amounts, if ~~and~~any, ~~expenses.~~we Wecannot ~~could~~assure ~~also~~you ~~request~~that ~~additional~~we ~~funding~~will ~~from~~have ~~our~~funds ~~sponsor~~sufficient ~~and/~~to pay or ~~its~~provide ~~partners under~~for ~~those~~all ~~circumstances~~creditors’ claims.

IfAlthough we ~~were~~seek to have ~~expend~~ all vendors, 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 ~~net~~benefit ~~proceeds~~of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against our ~~initial~~trust ~~public~~account including but not ~~offering~~limited ~~and~~to ~~the~~fraudulent ~~sale~~inducement, breach of ~~the~~fiduciary ~~private~~responsibility ~~warrants,~~or other ~~than~~similar claims, as well as claims challenging the enforceability ~~proceeds~~of ~~deposited~~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 ~~without~~will ~~taking~~enter into ~~account~~an agreement with a third ~~interest,~~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 any, ~~earned~~alternative. onExamples ~~the~~of ~~trust~~possible ~~account,~~instances where we may engage a third party that refuses to execute a waiver include the ~~per~~engagement of a third-~~share~~party ~~redemption~~consultant ~~amount~~whose ~~received~~particular expertise or skills are believed by ~~shareholders~~management ~~upon~~to ~~our~~be significantly ~~dissolution~~superior to those of other consultants that would beagree to execute a waiver or in cases where we are unable to find a ~~approximately~~service ~~$10~~provider willing to execute a waiver.~~20.~~ ~~The~~In ~~proceeds~~addition, ~~deposited~~there is no guarantee that such entities will agree to waive any claims they may have in the ~~trust~~future ~~account~~as ~~could~~a result of, ~~however~~or arising out of, ~~become~~any ~~subject~~negotiations, tocontracts ~~the~~or ~~claims~~agreements ofwith ~~our~~us ~~creditors~~and ~~which~~will not seek ~~would~~recourse ~~have~~against ~~higher~~our ~~priority~~trust ~~than~~account ~~the~~for ~~claims~~any reason. Upon redemption of our public ~~shareholders.~~shares, Weif ~~cannot~~we ~~assure~~are ~~you~~unable ~~that~~to complete our initial business combination within the ~~actual~~prescribed ~~per-share~~time frame, or upon the exercise of a redemption ~~amount~~right in connection with our initial ~~received~~business bycombination, ~~shareholders~~we will be required to provide for payment of claims of creditors that were not waived that may be ~~substantially~~brought against ~~less~~us ~~than~~within $the 10 years following redemption.~~20.~~ ~~While~~Our weoriginal ~~intend~~sponsor tohad ~~pay~~agreed ~~such~~that ~~amounts,~~it will be liable to us if and to the extent any, weclaims ~~cannot~~by ~~assure~~a ~~you~~third party (other than our independent auditors) for services rendered or products sold to us, or a ~~that~~prospective wetarget ~~will~~business with which we have discussed entering into a transaction agreement, reduce the amount of funds ~~sufficient~~in our trust account to ~~pay~~below (i) $11.12 per public share or ~~provide~~(ii) ~~for~~such ~~all~~lesser ~~creditors’~~amount ~~claims~~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.

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 waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management 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 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 service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we 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 sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent 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 of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability 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 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. 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 sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our 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

12In addition, pursuant to the sponsor purchase agreement, other than certain expenses allocated to the original sponsor, the successor sponsor agreed that it will be liable to us for all liabilities incurred by us from February 23, 2024.

InThese ~~the~~liabilities ~~event~~will ~~that~~not ~~the~~apply ~~proceeds~~with inrespect to ~~the~~any ~~trust~~claims ~~account~~by ~~are~~a ~~reduced~~third ~~below (1)~~party ~~$10.20~~who ~~per~~executed ~~public~~a ~~share~~waiver orof ~~(2)~~any ~~such~~and ~~lesser~~all ~~amount~~rights ~~per~~to ~~public~~seek ~~share~~access ~~held~~to inour ~~the~~ trust account and except as ofto ~~the~~any ~~date~~claims under our indemnity of the ~~liquidation~~underwriters as part of our initial public offering against certain liabilities, including liabilities under the ~~trust~~Securities ~~account,~~Act. ~~due~~Because towe ~~reductions~~are ina ~~the~~blank ~~value~~check ofcompany, ~~the~~rather ~~trust~~than ~~assets~~an operating company, inand ~~each~~our ~~case~~operations ~~net~~are oflimited to searching for prospective target businesses to acquire, the ~~amount~~only ofthird ~~interest~~parties ~~which~~we ~~may~~currently beengage ~~withdrawn to~~are ~~pay~~vendors ~~taxes~~such as lawyers, ~~and~~investment ~~our~~bankers, computer ~~sponsor~~or ~~asserts~~information ~~that~~and ittechnical isservices ~~unable~~providers toor ~~satisfy~~prospective ~~its~~target ~~indemnification~~businesses. ~~obligations~~In orthe event that itan ~~has~~executed nowaiver ~~indemnification~~is ~~obligations~~deemed ~~related~~ to be unenforceable against a ~~particular~~third ~~claim~~party, then our ~~independent~~original ~~directors~~sponsor ~~would~~and ~~determine~~our ~~whether~~successor tosponsor ~~take~~will ~~legal~~not ~~action~~be ~~against~~responsible ~~our sponsor~~ to ~~enforce~~the ~~its~~extent of ~~indemnification~~any ~~obligations.~~liability ~~While~~for wesuch ~~currently~~third-party ~~expect~~claims. ~~that~~We ~~our~~have ~~independent~~not ~~directors~~independently ~~would~~verified ~~take~~whether ~~legal~~our ~~action~~original onsponsor or our ~~behalf~~successor ~~against~~sponsor ~~our~~has ~~sponsor~~sufficient funds to ~~enforce~~satisfy its ~~indemnification~~indemnity obligations toand ~~us,~~believe itthat isour ~~possible~~original ~~that~~sponsor’s and our ~~independent~~successor ~~directors~~sponsor’s only inassets ~~exercising~~are ~~their~~securities ~~business~~of ~~judgment may~~our ~~choose~~company and, therefore, our original sponsor and our successor sponsor may not be able to dosatisfy sothose obligations. inWe ~~any~~have ~~particular~~not ~~instance.~~asked ~~Accordingly,~~our weoriginal ~~cannot~~sponsor ~~assure~~or ~~you~~our ~~that~~successor ~~due~~sponsor to ~~claims~~reserve offor ~~creditors~~such ~~the~~obligations. ~~actual~~None ~~value~~ of ~~the~~our ~~per-share~~other ~~redemption~~officers will ~~price~~indemnify ~~will~~us ~~not~~for beclaims ~~substantially~~by ~~less~~third ~~than~~parties ~~$10.20~~including, ~~per~~without ~~share~~limitation, claims by vendors and prospective target businesses.

WeIn ~~will~~the ~~seek~~event tothat ~~reduce~~ the ~~possibility~~proceeds ~~that~~in our ~~sponsor will have to indemnify the~~ trust account are ~~due~~reduced tobelow ~~claims of creditors by endeavoring to have all vendors, service providers~~ (~~other than our independent auditors~~i), ~~prospective~~$11.12 ~~target~~per ~~businesses~~public orshare ~~other entities with which we do business execute agreements with us waiving any right, title, interest~~ or ~~claim~~(ii) ofsuch ~~any~~lesser ~~kind~~amount inper orpublic toshare ~~monies~~ held in ~~the~~our trust account. ~~Our sponsor will also not be liable~~ as toof ~~any~~the ~~claims~~date ~~under our indemnity~~ of the ~~underwriters~~liquidation ~~as part~~ of our ~~initial~~trust ~~public offering against certain liabilities~~account, ~~including~~due ~~liabilities under the Securities Act. We will have access~~ to upreductions toin ~~approximately~~the ~~$120,000~~value of ~~funds~~the ~~that~~trust ~~are~~assets, ~~held~~in byeach ~~our~~case ~~company~~net ~~outside~~ of the ~~trust~~amount ~~account (as~~ of ~~March~~interest which ~~30,~~may ~~2023),~~be ~~plus~~withdrawn anto ~~additional~~pay ~~$450~~taxes,~~000~~ ofand ~~funds from a loan from~~ our successor sponsor asserts that weit ~~expect~~is unable to ~~receive~~satisfy inits ~~April~~indemnification ~~2023),~~obligations ~~with~~or ~~which to pay~~that ~~any~~it ~~such~~has ~~potential~~no ~~claims~~indemnification ~~(including~~obligations ~~costs~~related ~~and~~to ~~expenses~~a ~~incurred~~particular inclaim, ~~connection~~our ~~with~~independent ~~our~~directors ~~liquidation,~~would ~~currently~~determine ~~estimated~~whether to betake nolegal ~~more~~action ~~than~~against ~~approximately~~our ~~$100,000).~~successor Insponsor ~~the~~to ~~event~~enforce ~~that~~its weindemnification ~~liquidate,~~obligations. ~~and~~While itwe iscurrently ~~subsequently~~expect ~~determined~~ that ~~the~~our ~~reserve~~independent ~~for~~directors ~~claims and liabilities~~would istake ~~insufficient,~~legal ~~shareholders~~action ~~who~~on ~~received~~our ~~funds~~behalf ~~from~~against our ~~trust~~successor ~~account~~sponsor ~~could~~to beenforce ~~liable~~its ~~for~~indemnification ~~claims~~obligations ~~made~~to ~~by creditors. The foregoing $120~~us,~~000 amount~~ ~~held~~it ~~outside~~is ofpossible ~~the~~that ~~trust~~our independent asdirectors ofin ~~March~~exercising ~~30,~~their ~~2023~~business ~~was~~judgment ~~the~~may ~~amount~~choose ~~that~~not ~~remained~~to ~~from~~do ~~the~~so ~~proceeds~~in ofany ~~our~~particular ~~initial~~instance. ~~public~~Accordingly, ~~offering~~we ~~and~~cannot ~~accompanying~~assure ~~private~~you ~~placement,~~that ~~after~~due ~~payment~~to claims of ~~$1,128,000~~creditors inthe ~~offering~~actual ~~expenses~~value ~~and all operating expenses to date, and before receipt~~ of the ~~additional~~per-share ~~$450,000~~redemption ~~loan~~price ~~from~~will ~~our~~not ~~sponsor~~be ~~(which~~substantially isless ~~expected~~than ~~in April 2023)~~$11.12 per share

IfWe wehave ~~file~~sought aand ~~winding-up~~will orseek ~~bankruptcy~~to ~~petition~~reduce orthe ~~an involuntary winding-up~~possibility ~~or bankruptcy petition is filed against us~~ that isour ~~not~~original ~~dismissed,~~sponsor ~~the~~or ~~proceeds~~our ~~held~~successor insponsor ~~the~~will ~~trust~~have ~~account could be subject~~ to ~~applicable insolvency~~indemnify ~~laws and may be included in~~ our ~~insolvency~~trust ~~estate~~account ~~and~~due ~~subject~~ to ~~the~~ claims of ~~third~~creditors ~~parties~~by ~~with priority over the claims~~endeavoring ofto ~~our~~have ~~shareholders.~~all ~~To the extent any insolvency claims deplete the trust account~~vendors, weservice ~~cannot~~providers ~~assure~~(other ~~you~~than ~~we will be able to return $10.20 per share to~~ our ~~public~~independent ~~shareholders. Additionally~~auditors), ifprospective wetarget ~~file~~businesses ~~a winding-up~~ or ~~bankruptcy~~other ~~petition~~entities orwith anwhich we ~~involuntary~~do ~~winding-up~~business orexecute ~~bankruptcy petition~~agreements iswith ~~filed against~~ us ~~that~~waiving isany ~~not~~right, ~~dismissed~~title, ~~any~~interest ~~distributions~~or ~~received~~claim byof ~~shareholders~~any ~~could~~kind bein ~~viewed under 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 by~~account. ~~our~~Our ~~shareholders.~~original ~~Furthermore,~~sponsor ~~our~~will ~~board~~also ~~may~~not be ~~viewed~~liable as ~~having breached its fiduciary duty~~ to ~~our~~any ~~creditors~~claims ~~and/or~~under ~~may have acted in bad faith, and thereby exposing itself and~~ our ~~company~~indemnity ~~to claims~~ of ~~punitive damages, by paying public shareholders from~~ the ~~trust~~underwriters ~~account prior~~as topart ~~addressing the claims~~ of ~~creditors.~~our Weinitial ~~cannot~~public ~~assure~~offering against ~~you~~certain ~~that~~liabilities, ~~claims~~including ~~will~~liabilities ~~not~~under bethe ~~brought~~Securities ~~against us for these reasons~~Act.

~~Our~~In ~~public shareholders will be entitled to receive funds from~~ the ~~trust~~ ~~account~~event only upon the earliest to occur of: (1) 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~~ ~~affect~~we 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)~~and ~~with~~it ~~respect~~is ~~to any other provision relating to shareholders’ rights or pre-initial business combination activity; (2) the~~subsequently ~~completion~~determined ~~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~~reserve ~~described~~for ~~herein;~~claims and ~~(3)~~liabilities ~~the~~is ~~redemption of our public shares if we are unable to complete our initial business combination within 18 months or 24 months~~insufficient, ifshareholders ~~the~~who ~~extension~~received isfunds ~~approved,~~ from ~~the closing date of~~ our ~~initial public offering, 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 the~~ trust account. Incould ~~connection with the extension meeting or in the event we seek shareholder approval in connection~~be ~~with~~liable ~~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 the trust account~~creditors. ~~Such shareholder must have also exercised its redemption rights described above.~~

13If 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 $11.12 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, and 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.

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 memorandum and articles of 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, 2025, 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.

Amended and Restated Memorandum and Articles of Association

● 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 (Ai) 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 ~~within~~by 18the ~~months~~end orof the combination period (November 2, if2025, ~~the~~unless a further extension is approved, 24by ~~months,~~our ~~from~~shareholders ~~the~~in ~~closing~~accordance ~~date~~with of our ~~initial~~amended ~~public~~and ~~offering~~restated memorandum and articles of association) or (Bii) 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 (1a) 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 (2b) 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 ~~the~~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.

● 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 within 18 months or, if the extension is approved, 24 months, from the closing date of our initial public offering, then our existence will terminate, and we will distribute all amounts in the trust account; and

● prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (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 18 months or, if our extension is approved, 24 months, from the closing date of our initial public offering or (y) amend the foregoing provisions.

These 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.

Additionally, our amended and restated memorandum and articles of association provide that, prior to our initial business combination, holders of our Class ~~founders~~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 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 a general meeting. With respect to any other matter submitted to 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. At the extension meeting, we will seek approval for an amendment to the amended and restated memorandum and articles of association that would allow the holder of our founder shares (our sponsor) to convert, at its discretion, those shares into Class A ordinary shares even prior to our initial business combination. Such a conversion, if effected by the sponsor, would eliminate the practical distinction between the founder shares and public shares as to their voting rights.

1411

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.

The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with ~~the~~an extension or ~~the completion of~~ our initial business combination with redemptions that would occur if we are unable to complete our initial business combination ~~within 18 months or, if the extension is approved, 24 months,~~by ~~from~~ the ~~closing~~end of ~~our~~the ~~IPO~~combination period.

	Redemptions in Connection with 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
	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 ~~the~~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 ~~the~~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 $1011.4812 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 ~~the~~our trust account will be used to purchase shares in such transactions.	If we are unable to complete our initial business combination ~~within~~by ~~18 months or, if~~ the ~~extension~~end isof ~~approved, 24 months, from~~ the ~~closing~~combination ~~of our IPO~~period, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in ~~the~~our trust account (which is currently anticipated to be approximately $1011.4812 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 ~~the~~an extension or our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of ~~the deferred underwriting fee and~~ interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in ~~the~~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.

1512

Competition

We face intense competition from other entities having a business objective similar to ours and whose ~~sponsors~~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.

Conflicts of Interest

Certain of our executive officers and directors have ~~or may have~~ fiduciary and contractual duties to ~~certain~~other companies, which may create potential conflicts of interest in ~~which~~connection ~~they~~with ~~have~~the ~~invested.~~execution ~~These~~of ~~entities~~our ~~may~~business ~~compete~~combination with usTembo ~~for~~e-LV ~~acquisition~~B.V. ~~opportunities~~and related post-closing matters. If While these entities ~~decide~~are tono ~~pursue~~longer ~~any~~competing ~~such~~with ~~opportunity~~us for acquisition opportunities, as we ~~may~~have bealready ~~precluded~~entered ~~from~~into ~~pursuing~~a ~~it.~~definitive ~~However,~~Business weCombination Agreement dowith ~~not~~Tembo, ~~expect~~such ~~these~~ duties to ~~present~~could ainfluence ~~significant~~their ~~conflict~~allocation of ~~interest~~time ~~with~~and ~~our~~focus ~~search~~during ~~for~~the anprocess ~~initial~~of ~~business~~completing ~~combination~~the transaction or in the combined company thereafter.

~~Certain~~Additionally, some of our officers and directors ~~presently~~currently have, and ~~any~~may ~~of them~~ in the future ~~may~~acquire, ~~have~~ additional, fiduciary or contractual obligations to other entities ~~pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly~~, ~~if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to~~ which ~~he or she has then-current fiduciary or contractual obligations, he or she~~ may ~~need~~include tocommitments ~~honor these fiduciary or contractual obligations~~ to present ~~such~~future business ~~combination~~opportunities ~~opportunity~~ to ~~such~~ ~~entity,~~those ~~subject to their fiduciary duties under Cayman Islands law~~entities. We ~~do not~~ believe, however, that ~~the~~ these fiduciary ~~duties~~ or contractual obligations ~~of our officers or directors~~ will not materially affect our ability to ~~complete~~consummate ~~our~~the ~~initial~~ business combination. ~~Our~~with ~~amended and~~Tembo ~~restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director~~ or ~~an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging~~fulfill ~~directly~~our orobligations ~~indirectly~~under in the ~~same~~Business orCombination similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the otherAgreement.

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter that may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Indemnity

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent 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 of funds in ~~the~~our trust account to below (1i) $1011.2012 per public share or (2ii) such lesser amount per public share held in ~~the~~our trust account as of the date of the liquidation of ~~the~~ our trust account due to reductions in the value of the trust assets, in each case net of the interest which 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 ~~the~~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. ~~Moreover~~In addition, inpursuant to the ~~event~~sponsor ~~that~~purchase ~~an executed waiver is deemed to be unenforceable against a third party~~agreement, ~~our~~other ~~sponsor will~~than ~~not~~certain beexpenses ~~responsible~~allocated to the ~~extent~~original ~~of any liability for such third-party claims. We have not independently verified whether our~~ sponsor ~~has~~ ~~sufficient funds to satisfy its indemnity obligations~~ and ~~believe~~the ~~that~~successor ~~our~~ sponsor’s, ~~only~~the ~~assets are securities of our company~~successor ~~and,~~sponsor ~~therefore,~~agreed ~~our~~that ~~sponsor~~it ~~may~~will ~~not~~ be ~~able~~liable to ~~satisfy~~us ~~those~~for ~~obligations.~~all Weliabilities ~~have~~incurred ~~not~~by ~~asked~~us ~~our~~from ~~sponsor~~February to23, ~~reserve for such obligations~~2024.

1613

In the event that an executed waiver is deemed to be unenforceable against a third party, 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.

Employees

As of the date of this Annual Report, we have ~~two~~one ~~(2)~~officer, ~~officers~~who acts as the Chief Executive Officer and a Principal Accounting Officer. Members of our management team are not obligated to devote any specific number of hours to our matters, but they intend to devote as much of ~~their~~ their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that our ~~officers~~ officers or any other members of our management team devote in any time period varies based on the status of our pursuit of a target business for our initial business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

We registered our units, Class A ordinary shares, and warrants under the Exchange Act and ~~have~~are subject to reporting obligations, including the requirement ~~that~~to we file annual, quarterly, and current reports with the SEC. In accordance with the ~~requirements of the~~ Exchange Act, each of our annual reports will ~~contain~~include financial statements audited and reported on by our independent registered public ~~auditors~~accounting firm.

WeIn connection with the proposed business combination with Tembo e-LV B.V., we will provide shareholders with audited financial statements of ~~the prospective~~Tembo ~~target business~~ as part of ~~proxy solicitation materials or~~ the ~~tender~~registration ~~offer~~statement ~~materials~~on toForm beF-4 ~~sent~~and toproxy ~~shareholders~~materials tofor ~~assist them in assessing~~ the ~~target~~shareholder ~~business~~vote. These financial statements ~~may~~ will be ~~required to be~~ prepared in accordance with, ~~or be reconciled to, U.S. GAAP or~~ IFRS, ~~depending on the circumstances~~ and ~~the historical financial statements may be required to be~~ audited in accordance with PCAOB standards. ~~These~~The ~~financial~~enhanced ~~statement~~disclosure 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~~de-SPAC ~~federal~~transactions ~~proxy~~under ~~rules and complete our initial business combination within~~ the ~~prescribed~~2024 ~~time~~SPAC ~~frame.~~Rules ~~While this~~ may ~~limit~~increase the ~~pool~~time ofand ~~potential business~~cost ~~combination~~associated ~~candidates,~~with wepreparing doand ~~not~~delivering ~~believe~~such ~~that this limitation will be material~~materials.

We are required to evaluate our internal control procedures for the fiscal year ~~ending~~ended December 31, ~~2022~~2024, 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 an accelerated filer, and ~~still~~continue to qualify as an emerging growth company, ~~will~~we are not required to ~~have~~obtain an auditor attestation regarding the effectiveness of our internal control ~~procedures audited.~~over Afinancial ~~target~~reporting. ~~business~~Tembo may not currently be in full compliance with the ~~provisions~~internal control requirements of the Sarbanes-Oxley Act, ~~regarding~~and ~~adequacy~~achieving ~~of its internal controls. The development of the internal controls of any~~ such ~~entity to achieve~~ compliance ~~with the Sarbanes-Oxley Act~~ may increase ~~the~~post-closing ~~time~~costs and ~~costs~~ ~~necessary~~time ~~to complete any such acquisition~~commitments.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups (JOBS) Act of 2012 (“JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various ~~reporting~~ reporting requirements ~~that are~~ applicable to other public companies that are not “emerging growth companies”, including, ~~but not~~exemptions ~~limited~~from ~~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~~disclosures, and ~~exemptions from~~ the ~~requirements of~~requirement ~~holding~~to hold a non-binding advisory vote on executive compensation ~~and shareholder approval of any golden parachute payments not previously approved~~. If ~~some~~ investors find our securities less attractive as a result of these exemptions, there may be areduced ~~less~~liquidity ~~active~~in ~~trading~~the market for our securities and ~~the~~increased ~~prices of our securities may be more volatile~~volatility.

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

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing date of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,; ~~which~~or ~~means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, and~~ (2) the date on which we ~~have~~issue ~~issued~~ more than $1.000 billion in non-convertible debt securities during the prior three-year period. ~~References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.~~

Additionally, we are a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act and may take advantage of reduced 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 (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.

Item 1A 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.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights in connection the business combination, we might not be able to meet that closing condition and, as 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, such 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, thereby increasing the likelihood that we, too, will face a high level of redemptions that will jeopardize our ability to successfully consummate a business combination.

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.

Furthermore, 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.

If our initial business combination is unsuccessful, you will not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate, or you are able to sell your shares in the open market.

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.

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 additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us 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.

Following our delisting from Nasdaq, we may face heightened scrutiny or more stringent requirements to relist our securities or the securities of a combined company on a national securities exchange such as Nasdaq or the NYSE. The inability to relist could adversely impact the attractiveness of a potential business combination partner and may reduce investor interest or market valuation.

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.

If 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 $11.12 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 $11.12 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 $11.12 per share” and other risk factors below.

Because of the anticipated costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination, as noted 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, there can be no assurance that the loans will be obtained and, if they are, that the costs of identifying a target business, undertaking in-depth due 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.

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.

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:

	●	default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
	●	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 without a waiver or renegotiation of that covenant;
	●	our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
	●	our inability to obtain 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 portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
	●	limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
	●	increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
	●	limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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.

Any potential target business with which we enter into negotiations concerning a business combination is aware that we must complete our initial business combination before the end of the combination period, or by November 2, 2025. Consequently, any such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. As of the date of this Annual Report, we have just over six months remaining to consummate a business combination. As a result, this risk has increased as we have gotten closer to the end of the combination period. We may also have more limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation and/or if we had more time.

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.

Certain 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.

In response to Russia’s invasion of Ukraine, the United States, the European Union, and several other countries are imposing far-reaching sanctions and export control restrictions on Russian entities and individuals. This rising conflict and the resulting market volatility could adversely affect global economic, political and market conditions. Additionally, ongoing conflicts between Israel and Hamas have continued to cause disruptions in the U.S. and global economy. These and other global and regional conditions may adversely impact our business and our ability to consummate our initial business combination.

~~Additionally, we are a “smaller reporting company” as defined~~These indeteriorating ~~Rule~~economic ~~10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations~~conditions, ~~including, among~~ongoing ~~other~~military ~~things,~~conflicts ~~providing only two years of our statements of operations, changes in equity~~ and ~~cash~~other ~~flows~~geopolitical inuncertainties ~~our~~may ~~audited~~adversely ~~financial statements,~~impact ~~and presenting a comparison of~~ our ~~most~~access ~~recent annual results only against one prior year period. We will remain a smaller~~to ~~reporting~~financing ~~company~~for ~~until~~ the ~~last~~combined ~~day~~company ofupon the ~~fiscal~~consummation ~~year in which (1) the market value~~ of ~~our~~a ~~ordinary~~potential ~~shares~~business ~~held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter~~combination, orthereby ~~(2)~~frustrating our ~~annual~~ability ~~revenues~~to ~~equal or exceed $100 million~~effect ~~during such completed fiscal year 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~~combination.

~~Item~~If the ~~1A.~~disruptions ~~Risk~~posed ~~Factors~~by Anunfavorable ~~investment~~macro-economic inconditions ~~our~~continue ~~securities~~for ~~involves~~ a ~~high~~further ~~degree~~extensive ofperiod ~~risk. You should consider carefully all~~ of ~~the risks described below~~time, ~~together with~~ the ~~other~~operations ~~information contained in this Annual Report, before making a decision to invest in our units, Class A ordinary shares or warrants. If any~~ of the target ~~following~~company ~~events~~with ~~occurs,~~which ~~our~~we ~~business,~~would ~~financial~~combine ~~condition and operating results~~ may be materially adversely affected. ~~In that event, the trading price of our securities could decline, and you could lose all or part of your investment.~~

~~Risks~~Because there ~~Relating~~are tomany ~~our~~SPACs ~~Search~~evaluating ~~for~~targets, attractive targets have become scarcer and ~~Consummation~~there ofis ormore ~~Inability~~competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to ~~Consummate,~~consummate aan ~~Business~~initial ~~Combination~~business combination.

~~The~~In recent ~~ability~~years, the number of ~~our~~SPACs that were formed and conducted their initial public ~~shareholders~~offering toincreased ~~exercise~~materially. ~~redemption~~Many potential targets ~~rights~~for ~~with~~SPACs ~~respect~~have toalready aentered ~~large~~into ~~number~~an ofinitial ~~our~~business ~~shares~~combination, ~~could~~and ~~increase~~there ~~the~~are ~~probability~~still ~~that~~many ~~our~~SPACs ~~initial~~seeking targets for their initial business combination. ~~would~~As a result, at times, fewer attractive targets may be ~~unsuccessful~~ available, and ~~that~~it ~~you~~may ~~would~~require ~~have~~more time, more effort and more resources to ~~wait~~identify ~~for~~a ~~liquidation~~suitable intarget ~~order~~and to ~~redeem~~consummate ~~your~~an ~~shares~~initial business combination.

WeIn addition, ~~may~~because ~~seek~~there are more SPACs seeking to enter into aan initial business combination ~~transaction agreement~~ with aavailable ~~prospective~~targets, ~~target~~the ~~that~~competition for ~~requires~~available astargets awith ~~closing~~attractive ~~condition~~fundamentals ~~that~~or webusiness ~~have~~models ahas ~~minimum~~increased, ~~net~~which ~~worth~~could orcause atargets ~~certain~~companies ~~amount~~to ofdemand ~~cash. If too many~~improved ~~public~~financial ~~shareholders~~terms. ~~exercise~~We ~~their~~expect ~~redemption~~to ~~rights~~encounter inintense ~~connection~~competition ~~with~~from ~~our~~other ~~upcoming~~entities ~~extension~~having ~~meeting~~a orbusiness ~~the~~objective ~~business~~similar ~~combination~~to ours, weincluding ~~would~~private ~~not~~investors be(which ~~able~~may tobe ~~meet~~individuals ~~that~~or ~~closing~~investment ~~condition and~~partnerships), asother ablank ~~result,~~check ~~would~~companies ~~not~~and beother ~~able~~entities, todomestic ~~proceed~~and international, ~~with~~competing for the ~~business~~types ~~combination.~~of ~~Over~~businesses ~~the past~~we ~~year~~intend orto ~~so,~~acquire. ~~the~~Many ~~rate~~ of ~~redemption~~these ofindividuals ~~shares~~and byentities ~~public~~are ~~shareholders~~well-established and ofhave ~~special~~extensive ~~purpose~~experience ~~acquisition~~in ~~companies~~identifying and effecting, directly or ~~SPACs~~indirectly, ~~such~~acquisitions asof ~~ours at~~companies ~~the~~operating ~~time~~in ofor ~~the~~providing services ~~extension~~to ofvarious ~~the~~industries. ~~expiration~~Many ~~date~~ of ~~the~~these ~~SPAC~~competitors orpossess ~~the~~greater ~~initial~~technical, ~~business~~human ~~combination~~and ofother ~~the~~resources ~~SPAC~~or ~~has~~more ~~increased~~local ~~significantly,~~industry ~~thereby~~knowledge ~~increasing~~than ~~the likelihood that~~ we, ~~too~~do, ~~will~~and ~~face~~our afinancial ~~high~~resources ~~level~~will ofbe ~~redemptions~~relatively ~~that~~limited ~~will~~when ~~jeopardize~~contrasted ~~our~~with ~~ability~~those toof ~~successfully consummate~~many aof ~~business~~these ~~combination~~competitors.

~~Furthermore, under our current amended and restated memorandum and~~Attractive ~~articles~~deals ofcould ~~association~~also ~~(unless~~become wescarcer ~~seek~~for toother ~~amend~~reasons, ~~them~~such inas ~~connection~~economic ~~with~~or aindustry ~~vote~~sector ondownturns, ~~our~~geopolitical ~~initial business combination)~~tensions, inor ~~no event will~~increases ~~we redeem our public shares~~ in anthe ~~amount~~cost ~~that~~of ~~would~~additional ~~cause~~capital ~~our~~needed ~~net tangible assets~~ to beclose ~~less~~business ~~than~~combinations ~~$5,000,001~~or ~~upon~~operate ~~completion~~targets ~~of our initial~~ post-business combination. ~~(so~~This ~~that~~could ~~we do not then become subject to~~ increase the ~~SEC’s~~cost ~~“penny stock” rules)~~of, delay or ~~any~~otherwise ~~greater~~complicate ~~net tangible asset~~ or ~~cash~~frustrate ~~requirement~~our ~~that~~ability ~~may~~to befind ~~contained~~and inconsummate ~~the~~an ~~agreement relating to our~~ initial business combination. ~~Consequently,~~and ifmay ~~accepting~~result ~~all~~in ~~properly submitted redemption requests would cause~~ our ~~net~~inability ~~tangible assets~~ to beconsummate ~~less~~an ~~than $5,000,001 upon completion of our~~ initial business combination oron ~~less~~terms ~~than~~favorable ~~such greater amount necessary~~ to ~~satisfy a closing condition as described above, we would not proceed with such redemption of~~ our ~~public~~investors ~~shares and the related business combination, and we instead may search for an alternate business combination~~altogether.

IfWe may ~~our~~not ~~initial~~be ~~business~~able ~~combination~~to iscomplete ~~unsuccessful,~~our ~~you~~initial ~~would~~business ~~not receive~~combination ~~your~~within ~~pro~~the ~~rata~~prescribed ~~portion~~time offrame, ~~the~~in ~~trust~~which ~~account~~case ~~until~~ we ~~liquidate~~would ~~the~~cease ~~trust~~all ~~account.~~operations except Iffor ~~you~~the ~~are~~purpose ~~in need~~ of ~~immediate~~winding ~~liquidity,~~up ~~you could~~and ~~attempt~~we towould ~~sell~~redeem ~~your~~our public shares inand ~~the open market; however~~liquidate, atin ~~such~~which ~~time~~case our ~~shares~~public shareholders may ~~trade at a discount to the pro rata amount~~receive ~~per~~only ~~share in the trust account~~$11.12 Inper ~~either situation~~share, ~~you may suffer a material loss on your investment~~ or ~~lose~~less ~~the~~than ~~benefit~~such ofamount ~~funds expected~~ in ~~connection~~certain ~~with~~circumstances, and our ~~redemption~~warrants ~~until~~will weexpire ~~liquidate or you are able to sell your shares in the open market~~worthless.

~~The~~We must ~~ability~~complete of our ~~public~~initial ~~shareholders~~business tocombination ~~exercise~~within ~~redemption rights~~the ~~with~~combination ~~respect~~period, toor aNovember ~~large~~2, ~~number~~2025. ofWe ~~our shares~~ may not ~~allow~~be usable to complete an initial business combination by the ~~most~~conclusion ~~desirable~~of such time period. Our ability to complete our initial business combination ormay ~~optimize~~be ~~our~~negatively impacted by general market conditions, volatility in the capital ~~structure~~and debt markets and the other risks described herein.

~~At the time we enter into an agreement for our initial business combination,~~Our weability ~~will not know how many shareholders may exercise their redemption rights, and we will therefore need~~ to ~~structure~~complete ~~the transaction based on~~ our ~~expectations as to the number of shares that will be submitted for redemption. If our~~ initial business combination ~~agreement~~within ~~requires us to use a portion of~~ the ~~cash~~combination inperiod ~~the~~could ~~trust~~be ~~account~~adversely toaffected ~~pay~~by the ~~purchase~~sponsor ~~price or requires us to have a minimum amount of cash at closing~~alliance, weinsofar ~~will~~as ~~need~~it tohas ~~reserve~~resulted ~~a portion of the cash~~ in ~~the~~significant ~~trust~~changes ~~account~~ to ~~meet~~our ~~such~~management ~~requirements~~team orand ~~arrange~~the ~~for~~replacement ~~third party financing. In addition, if a larger number~~ of ~~shares~~all ~~are~~members ~~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~~Board. AsSee ~~noted above, the high rates of~~“Item ~~redemption~~1. 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 reservesBusiness. ~~Raising~~ ~~additional third~~-~~party~~ ~~financing~~Recent ~~may~~Developments ~~involve~~- ~~dilutive~~Sponsor ~~equity issuances or the incurrence of indebtedness at higher than desirable levels~~Alliance. ~~The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.~~”

18If we are unable to complete our initial business combination within the combination period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the 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 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 $11.12 per share, or less than $11.12 per share, on the redemption of their shares, and our warrants will expire worthless. See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.12 per share” and other risk factors herein.

We may not remain qualified for continued listing, or qualify for initial listing for the combined company, in each case, on the Nasdaq Stock Market, following the extension meeting or the shareholder meeting at which the approval of our initial business combination is sought, respectively. 18

~~We have notified our shareholders~~The ~~that~~notes weto ~~will be holding~~ the ~~extension~~financial ~~meeting~~statements onincluded ~~April~~in ~~20,~~this ~~2023,~~Annual atReport ~~which~~contain ~~we will seek shareholder approval for the extension of our expiration date. In addition, in connection with~~ an ~~initial~~explanatory ~~business~~paragraph ~~combination,~~that weexpresses ~~may seek shareholder approval of the transaction at a general~~substantial ~~meeting.~~doubt Inabout ~~connection with each such meeting, under~~ our ~~current~~ability ~~amended and restated memorandum and articles of association, we will be required~~ to ~~allow~~continue ~~our~~as ~~public~~a ~~shareholders~~“going ~~to redeem their public shares in advance of the meeting, until two business days prior to the meeting~~concern. Given the expected high rate of redemption of shares by public shareholders in connection with each such general meeting, we may be at risk of falling out of compliance with the Nasdaq continued listing qualifications (following the extension meeting) or failing to meet the initial listing qualifications for the potential combined company (upon completion of the shareholder meeting at which the business combination will be approved).”

InWe cannot ~~particular,~~assure ifyou ~~there~~that ~~are~~our ~~heightened levels~~plans ofto ~~redemptions~~consummate atan ~~the~~initial ~~extension~~business ~~meeting~~combination will be successful, wewhich ~~may~~is ~~fail~~in part dependent on our ability to ~~maintain~~obtain ~~compliance~~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 ~~Nasdaq~~last ~~Stock~~two ~~Market~~years. ~~continued~~In ~~listing~~the ~~requirements~~absence of such a business combination ~~(assuming~~transaction, ~~the~~our ~~minimal~~company ~~requirements~~will ~~imposed~~cease byto exist after the ~~Nasdaq~~combination ~~Capital~~period ~~Market~~has passed, which ~~are~~would occur less than 12 months following the ~~most~~date ~~lenient)~~of ~~related~~this Annual Report. The short-term expiration date for our company as well as the question as to ~~market~~whether ~~value~~we ofwill ~~listed~~have the ~~securities~~required ~~($35~~financial resources to complete our initial business combination raise substantial doubt about our ability to continue as a going concern.0 ~~million),~~The ~~number~~financial ofstatements ~~unrestricted~~contained ~~publicly~~in the F-~~held~~1 ~~shares~~pages ~~(500,000),~~of ~~market~~this ~~value~~Annual ofReport ~~publicly-held~~do ~~shares~~not ~~($1.0~~include ~~million)~~any adjustments that might result ~~and~~from ~~total~~our ~~shareholders~~inability ~~(300)~~to consummate a business combination or our inability to continue as a going concern.

~~Similarly, if there are extensive~~Our ~~redemptions~~public inshareholders ~~connection~~may ~~with~~not abe ~~shareholder~~afforded ~~meeting~~an opportunity to ~~approve~~vote anon ~~initial~~our proposed business combination, ~~the~~which ~~combined~~means ~~company~~we ~~resulting~~may ~~from~~complete our ~~potential~~ initial business combination ~~may~~even ~~fail~~though toa ~~meet~~majority ~~the Nasdaq initial listing requirements relating to market value~~ of ~~the~~our ~~listed securities~~public ~~($50.0 million if the combined company has at least $4.0 million of~~ shareholders’ ~~equity,~~do ~~or $75.0 million if that shareholders’ equity test is~~ not ~~met),~~support unrestricted publicly held shares (1.0 million shares, or 1.1 million shares if the combined company does not have at least $4.0 million of shareholders’ equity), market value of publicly-held shares ($15.0 million, or $20.0 million if the foregoing shareholders’ equity test is not met), and the minimum shareholder requirement (at least 300 round lot holders with at least 150 having positions of at least $2,500, or at least 400 round lot holders with at least 200 having positions of at least $2,500 if the foregoing shareholders’ equity test is not met) after taking into account holders of public shares that properly demanded redemption of their public shares for cash, when it appears that such ~~requirements~~a ~~would otherwise not be met~~combination.

IfWe will weeither ~~fail~~(i) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which public shareholders may elect to ~~maintain~~redeem ~~compliance~~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 ~~Nasdaq~~opportunity ~~continued~~to ~~listing~~redeem ~~qualifications~~all or a portion of their public shares upon the completion of ~~the~~our ~~extension~~initial ~~meeting~~business orcombination by means of a tender offer (and thereby avoid the ~~Nasdaq~~need ~~initial~~for ~~listing~~a ~~qualifications~~shareholder vote), in each in cash, for an amount payable in cash equal to the ~~potential~~aggregate ~~combined~~amount ~~company~~then ~~upon~~on ~~completion~~deposit ofin the ~~shareholder~~trust ~~meeting~~account atas ~~which~~of two business days prior to the completion of our initial business combination, ~~will~~including interest (which interest shall be ~~approved,~~net ~~that~~of taxes payable), ~~may~~divided ~~frustrate~~by ~~our~~the ~~ability~~number of then issued and outstanding public shares, subject to ~~successfully~~the limitations described herein. Accordingly, it is possible that we will consummate our initial business combination, ineven ~~which~~if ~~case~~holders of a majority of our public shares do not approve of the business 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, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would ~~need~~otherwise require us to seek shareholder ~~wait~~approval. ~~until~~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 ~~liquidation~~outstanding shares to ~~retrieve~~a ~~their~~target ~~investment~~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 ~~public~~outstanding shares, we would seek shareholder approval of such business combination instead of conducting a tender offer.

WeOur sponsor ~~may~~shareholders will be ~~unable~~able to ~~obtain—~~approve onthe ~~reasonable terms or at all— additional financing to complete our initial~~ business combination orregardless ~~to fund the operations and growth~~ of ahow ~~target~~our ~~business,~~public ~~which~~shareholders ~~could compel us to restructure or abandon a particular business combination~~vote.

~~If the available net proceeds available to us for our initial business~~Our ~~combination~~amended ~~(due~~and torestated ~~excessive~~memorandum ~~redemptions~~and inarticles ~~connection~~of ~~with~~association ~~our~~provide ~~extension~~that, ~~meeting~~if orwe aseek shareholder ~~meeting~~ ~~to approve an initial business combination~~approval, ~~or the expenditure of excessive funds in 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, weonly ~~would~~if bewe ~~compelled~~obtain ~~to either restructure~~ the ~~transaction~~approval orof ~~abandon that particular business combination and seek~~ an ~~alternative~~ordinary ~~target~~resolution ~~business~~under ~~candidate.~~Cayman InIslands ~~addition~~law, ~~even~~being ifthe weaffirmative dovote ~~not~~of ~~need~~a ~~additional financing~~majority toof ~~complete~~the ~~our~~ordinary ~~initial~~shares ~~business~~represented ~~combination,~~in weperson ~~may~~or ~~require~~by ~~such~~proxy ~~financing~~and entitled to ~~fund~~vote ~~the~~thereon ~~operations~~and orwho ~~growth~~vote ofat ~~the~~a ~~target~~general ~~business~~meeting. ~~The~~Our original ~~market~~sponsor ~~for~~and ~~financings~~the ofother initial ~~business~~shareholders ~~combinations~~(and oftheir ~~SPACs~~permitted ~~has~~transferees, ~~been~~including ~~very~~our ~~difficult~~successor ~~over~~sponsor) ~~the~~will ~~course of the last year or so~~agree, ~~with~~pursuant ~~financings often available only on terms that are onerous~~ to ~~the combined company following the business combination. The failure to secure additional~~ ~~financing could have a material adverse effect on~~ the ~~continued~~terms ~~development or growth~~ of ~~the~~a ~~target~~letter ~~business.~~agreement ~~None~~entered ofinto ~~our~~with ~~officers~~us, ~~directors or~~to ~~shareholders~~vote istheir ~~required~~founder toshares ~~provide~~and any ~~financing~~public toshares usheld inby ~~connection~~them ~~with~~in orfavor ~~after~~of our ~~initial~~ business combination. IfAs wea ~~are~~result, ~~unable to~~given ~~complete~~that our ~~initial~~current ~~business combination~~sponsor, ~~our~~successor ~~public shareholders may only receive approximately $10.20 per share on the liquidation of our trust account~~sponsor, and ~~our~~original ~~warrants~~sponsor ~~will~~and ~~expire~~the ~~worthless.~~other Ininitial ~~certain circumstances, our public~~ shareholders own ~~may~~approximately ~~receive less than $10~~80.2055% ~~per~~of ~~share~~our onoutstanding ~~the~~ordinary ~~redemption of their~~ shares., ~~See~~we “—don’t Ifneed ~~third~~any ~~parties~~additional ~~bring~~public ~~claims~~shares ~~against~~voted ~~us,~~in ~~the~~favor ~~proceeds~~of ~~held~~a inbusiness ~~the~~combination ~~trust~~in ~~account~~order ~~could~~to behave ~~reduced~~our ~~and~~business ~~the~~combination ~~per-share redemption amount received by shareholders may be less than $10~~approved.~~20 per share” and other risk factors below.~~

19Your 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.

WeAt the ~~may~~time ~~issue~~of ~~notes~~your orinvestment ~~other~~in ~~debt securities~~us, you will not be provided with an opportunity to evaluate the specific merits or ~~otherwise~~risks ~~incur~~of one or more ~~substantial~~target ~~debt,~~businesses. Since our Board may elect to complete a business combination without seeking shareholder approval, ~~which~~public shareholders may ~~adversely~~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 ~~our~~the ~~leverage~~investment ~~and~~decision ~~financial~~regarding ~~condition~~a ~~and~~potential ~~thus~~business ~~negatively~~combination ~~impact~~may be limited to exercising your redemption rights within the ~~value~~period of time (which will be at least 20 business days) set forth in our ~~shareholders’~~tender ~~investment~~offer documents mailed to our public shareholders in uswhich we describe 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, we may choose to incur substantial debt to complete our initial business combination. 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:19

●If we ~~default~~seek ~~and~~shareholder ~~foreclosure~~approval onof our ~~assets~~initial ifbusiness combination, our ~~operating~~original ~~revenues~~sponsor, ~~after~~successor ansponsor 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 ~~are~~and ~~insufficient~~reduce tothe ~~repay~~public ~~our~~“float” ~~debt~~of ~~obligations;~~our securities.

●If we ~~acceleration~~seek shareholder approval of our ~~obligations~~initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to ~~repay~~the tender offer rules, our original sponsor, successor sponsor and other initial shareholders, as well as our directors, officers, advisors or any of their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the ~~indebtedness~~open ~~even~~market ifeither weprior ~~make~~to ~~all~~or ~~principal~~following the completion of our initial business combination, although they are 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, is no longer the beneficial owner thereof and ~~interest~~therefore ~~payments~~agrees ~~when~~not ~~due~~to ifexercise weits ~~breach~~redemption rights. ~~certain~~In ~~covenants~~the event that ~~require~~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, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The price per share paid in any such transaction may be different than the ~~maintenance~~amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose of ~~certain~~such ~~financial~~purchases ~~ratios~~could be to vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business combination or ~~reserves~~to ~~without~~satisfy a ~~waiver~~closing condition in an agreement with a target that requires us to have a minimum net worth or a ~~renegotiation~~certain amount of cash at the closing of our initial business combination, where it appears that ~~covenant;~~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.

●You will ~~our~~not ~~immediate~~be ~~payment~~entitled ofto ~~all~~protections ~~principal~~normally ~~and~~afforded ~~accrued~~to ~~interest,~~investors ifof ~~any,~~many ifother ~~the~~blank ~~debt~~check ~~security is payable on demand;~~companies.

●Since the net proceeds of our ~~inability~~initial public offering and the sale of the private warrants are intended to ~~obtain~~be ~~necessary~~used ~~additional~~to ~~financing~~complete ifan 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 ~~debt~~States ~~security~~securities ~~contains~~laws. ~~covenants~~However, ~~restricting~~because we have net tangible assets in excess of $5,000,000 upon the completion of our ~~ability~~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 ~~obtain~~protect investors in blank check companies, such ~~financing~~as ~~while~~Rule 419 under the ~~debt~~Securities ~~security~~Act. isAccordingly, ~~issued~~investors are not afforded the benefits or protections of that and ~~outstanding;~~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.

●If we seek shareholder approval of our ~~inability~~initial business combination and we do not conduct redemptions pursuant to ~~pay~~the ~~dividends~~tender onoffer 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.

●If we ~~using~~seek ashareholder ~~substantial~~approval ~~portion~~ of our ~~cash~~initial ~~flow~~business combination and we do not conduct redemptions in connection with our initial business combination pursuant to ~~pay~~the ~~principal~~tender offer rules, our amended and ~~interest~~restated onmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our ~~debt~~initial public offering, which ~~will~~we ~~reduce~~refer to as the ~~funds~~“excess ~~available~~shares,” without our prior consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including excess shares) for ~~dividends~~or onagainst our ~~Class~~initial Abusiness ~~ordinary~~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 ~~declared,~~you ~~expenses~~sell excess shares in open market transactions. Additionally, ~~capital~~you ~~expenditures~~will not receive redemption distributions with respect to the excess shares if we complete our initial business combination. And as a result, ~~acquisitions~~you will continue to hold that number of shares exceeding 15% and, ~~other~~in order ~~general~~to ~~corporate~~dispose ~~purposes;~~of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

~~● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;~~20

●Because the ~~increased~~funds ~~vulnerability~~being held outside of the trust account are insufficient to ~~adverse~~allow ~~changes~~us into ~~general~~operate ~~economic~~for the remainder of the combination period , ~~industry~~that ~~and~~could ~~competitive~~limit ~~conditions~~the ~~and~~amount ~~adverse~~available ~~changes~~to infund ~~government~~our ~~regulation;~~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.

●The funds ~~limitations~~available onto ~~our~~us ~~ability~~outside of the trust account are in the view of management insufficient to ~~borrow~~allow ~~additional~~us ~~amounts~~to operate for ~~expenses,~~the ~~capital~~remainder of ~~expenditures~~the combination period. As of April 15, ~~acquisitions~~2025, ~~debt~~approximately ~~service requirements~~$10,000 ~~execution~~is available to us outside of the trust account to fund our ~~strategy~~working capital ~~and~~requirements. ~~other~~Consequently, ~~purposes~~we ~~and~~may ~~other~~have ~~disadvantages~~insufficient ~~compared~~funds available to operate our ~~competitors~~business ~~who~~prior ~~have~~to ~~less~~our ~~debt~~initial business combination. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

~~The requirement that we complete our initial business combination~~We ~~within~~are ~~the~~incurring ~~prescribed~~significant ~~time~~costs ~~frame may give potential target businesses leverage over us~~ in ~~negotiating~~pursuit aof ~~business~~our ~~combination~~acquisition ~~and~~plans. ~~may~~Management’s ~~limit the~~plans ~~time we have in which~~ to ~~conduct~~address ~~due~~this ~~diligence~~need onfor ~~potential~~capital ~~business~~is ~~combination targets,~~ discussed in ~~particular~~“Item as7. weManagement’s ~~approach~~Discussion ~~our~~and ~~dissolution deadline,~~Analysis ~~which~~of ~~could~~Financial ~~undermine~~Condition ~~our~~and ~~ability~~Results toof ~~complete~~Operations” ~~our~~of ~~initial~~this ~~business combination on terms that would provide value for our shareholders~~Annual Report.

~~Any potential target business with which~~ If we ~~enter~~are ~~into~~unable ~~negotiations concerning~~to ~~a business combination is aware that we must~~ complete our initial business combination ~~within~~because 18we ~~months~~do ~~(or~~not 24have ~~months,~~sufficient iffunds ~~an extension~~available isto ~~approved~~us, atwe ~~our~~will ~~upcoming~~be ~~April~~forced to ~~20,~~cease ~~2023~~operations ~~extraordinary~~and ~~general~~liquidate ~~meeting) from~~ the ~~closing~~trust ~~date of our initial public offering~~account. ~~Consequently,~~ ~~any~~In ~~such~~that ~~target business may obtain leverage over us in negotiating a business combination~~case, ~~knowing that if we do not complete~~ our ~~initial~~public ~~business~~shareholders ~~combination with that particular target business, we~~ may bereceive ~~unable~~only toapproximately ~~complete~~$11.12 ~~our initial business combination with~~per ~~any~~share ~~target~~on ~~business. As of~~ the ~~date~~liquidation of ~~this~~our ~~Annual~~trust ~~Report~~account, weand ~~have~~our ~~just~~warrants ~~over~~will ~~one~~expire ~~month,~~worthless. ~~or,~~In ifcertain ~~the extension is approved~~circumstances, ~~just~~our ~~over~~public ~~seven~~shareholders ~~months,~~may ~~remaining~~receive toless ~~consummate~~than ~~a business combination~~$11.12 Asper ashare ~~result,~~on ~~this~~the ~~risk~~redemption ~~has~~of ~~increased~~their asshares. weSee ~~have~~“- ~~gotten~~If ~~closer~~third toparties ~~the~~bring ~~end~~claims ofagainst us, the ~~18-month~~proceeds ~~or,~~held ifin the ~~extension~~trust isaccount ~~approved,~~could ~~24-month,~~be ~~period.~~reduced Weand ~~may~~the ~~also~~per-share ~~have~~redemption ~~more~~amount ~~limited~~received ~~time~~by toshareholders ~~conduct~~may ~~due~~be ~~diligence~~less ~~and~~than ~~may enter~~$11.12 ~~into~~per ~~our~~share” ~~initial business combination on terms that we would have rejected upon a more comprehensive investigation~~ and~~/or~~ ifother werisk ~~had~~factors ~~more time~~herein.

20If 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.

Our placing ~~search~~of ~~for~~funds ain ~~business~~the ~~combination~~trust account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service ~~and~~providers ~~any~~(other than our independent auditors), prospective target ~~business~~ businesses or other entities with which we ~~ultimately~~do ~~consummate~~business aexecute agreements ~~business~~with ~~combination~~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 ~~materially~~prevented from ~~adversely~~bringing ~~affected~~claims byagainst ~~unfavorable~~the ~~macro-economic~~trust ~~trends~~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.

~~Certain~~Examples of ~~global~~possible ~~macro-economic~~instances ~~trends~~where we may engage a third party that ~~developed~~refuses into execute a waiver include the ~~aftermath~~ engagement of ~~the~~a ~~COVID~~third-19party ~~pandemic~~consultant whose ~~have~~particular ~~been~~expertise ~~adversely~~or ~~impacting~~skills ~~the~~are ~~global~~believed ~~economic~~by ~~environment.~~management ~~Supply~~to ~~chain~~be ~~delays,~~significantly ~~initially~~superior ~~caused~~to bythose ~~closures~~of other consultants that would ~~during~~agree ~~the~~to ~~pandemic,~~execute ~~and~~a ~~rising~~waiver ~~shipping~~or ~~costs,~~in ~~which~~cases ~~have~~where ~~been~~management ~~exacerbated~~is byunable ~~the~~to ~~ongoing~~find ~~Russian~~a ~~invasion~~service ofprovider ~~the~~willing ~~Ukraine,~~to ~~have~~execute ~~contributed~~a waiver. In addition, ~~towards~~there ~~inflationary~~is ~~pressures~~no onguarantee ~~many~~that ~~goods~~such ~~and~~entities ~~commodities~~will ~~globally.~~agree ~~The~~to ~~infusion~~waive ofany ~~money~~claims ~~into~~they ~~circulation~~may have in the future as ~~part~~a result of, aor ~~“loose”~~arising out of, ~~monetary~~any ~~policy~~negotiations, ~~during~~contracts ~~the~~or ~~pandemic~~agreements towith ~~encourage~~us ~~consumer~~and ~~spending,~~will ~~along~~not ~~with~~seek ~~historically~~recourse ~~low~~against ~~interest~~the ~~rates~~trust account for anany ~~extended~~reason. ~~period~~Upon redemption of ~~time~~our public shares, ~~which~~if ~~were~~we ~~designed~~are unable to ~~ease~~complete ~~economic~~our ~~conditions,~~initial ~~further~~business ~~triggered~~combination ~~upwards~~within ~~pressure~~the onprescribed ~~prices~~timeframe, or upon the exercise of ~~goods~~a ~~and~~redemption ~~services.~~right ~~The~~in ~~high rates~~connection ofwith ~~inflation~~our ~~globally~~initial ~~have~~business ~~caused~~combination, ~~governments~~we ~~and~~will ~~central~~be ~~banks~~required to ~~act~~provide tofor ~~curb~~payment ~~inflation,~~of ~~including~~claims byof ~~raising~~creditors that ~~interest~~were ~~rates,~~not ~~which has~~waived ~~been~~that ~~inhibiting~~may ~~economic~~be ~~activity~~brought ~~and~~against ~~access~~us towithin ~~capital~~the ~~markets~~10 years following redemption. Accordingly, ~~and~~the ~~may~~per-share ~~cause~~redemption aamount received ~~recession,~~by ~~whether~~public inshareholders ~~individual~~could ~~countries~~be orless ~~regions~~than the $11.12 per share initially held in the trust account, or ~~globally~~due to claims of such creditors.

~~These~~Our original ~~deteriorating~~sponsor ~~economic~~agreed ~~conditions~~that ~~may~~it ~~adversely~~will ~~impact~~be liable to us if and to the extent any claims by a vendor (other than our ~~access~~independent auditors) for services rendered or products sold to ~~financing~~us, ~~for~~or a prospective target business with which we have discussed entering into a transaction agreement, reduce the ~~combined~~amount ~~company~~of ~~upon~~funds in the ~~consummation~~trust account to below (i) $11.12 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a ~~potential~~third ~~business~~party ~~combination~~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, ~~thereby~~including ~~frustrating~~liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our ~~ability~~original sponsor will not be responsible to ~~effect~~the extent of ~~that~~any ~~combination~~liability for such third-party claims.

If the disruptions posed by unfavorable macro-economic conditions continue for a further extensive period of time, the operations of the target company with which we would combine may be materially adversely affected.21

~~Because there are many special purpose acquisition companies~~In ~~evaluating targets~~addition, ~~attractive~~pursuant ~~targets~~to ~~have~~the ~~become~~sponsor ~~scarcer~~purchase ~~and~~agreement, ~~there~~other isthan ~~more~~certain ~~competition~~expenses ~~for~~allocated ~~attractive~~to ~~targets.~~the ~~This~~original ~~could~~sponsor, ~~increase~~ the ~~cost~~ ofsuccessor ~~our~~sponsor agreed ~~initial~~that ~~business~~it ~~combination~~will ~~and~~be ~~could~~liable ~~even~~to ~~result~~us infor ~~our~~all ~~inability~~liabilities toincurred ~~consummate~~by anus ~~initial~~from ~~business~~February ~~combination~~23, 2024.

InWe have ~~recent~~not ~~years,~~independently ~~through~~verified ~~2021,~~whether ~~the~~our ~~number~~original ofsponsor ~~special~~or ~~purpose~~successor ~~acquisition~~sponsor has sufficient funds to satisfy its indemnity obligations ~~companies~~and believe that ~~were~~our ~~formed~~original ~~and~~sponsor’s ~~conducted~~only ~~their~~assets ~~initial~~are ~~public~~securities ~~offering~~of ~~increased~~our ~~substantially~~company. ~~Many~~Accordingly, ~~potential~~our ~~targets~~original ~~for~~sponsor ~~special~~and ~~purpose~~successor ~~acquisition~~sponsor ~~companies~~may not have ~~already~~sufficient ~~entered~~funds ~~into~~available anto ~~initial~~satisfy ~~business~~those ~~combination,~~obligations. ~~and~~We ~~there~~have ~~are~~not ~~still~~asked ~~many~~our ~~special~~original ~~purpose~~sponsor ~~acquisition companies~~or ~~seeking~~successor ~~targets~~sponsor to reserve for ~~their~~such ~~initial~~obligations, ~~business~~and ~~combination~~therefore, no funds are currently set aside to cover any such obligations. As a result, atif ~~times,~~any ~~fewer~~such claims ~~attractive~~were ~~targets~~successfully ~~may~~made beagainst ~~available~~the trust account, ~~and it~~the ~~may~~funds ~~require~~available ~~more~~for ~~time,~~our ~~more~~initial ~~effort~~business combination and ~~more~~redemptions ~~resources~~could be reduced to ~~identify~~less athan ~~suitable~~$11.12 ~~target~~per ~~and~~public share. In such event, we may not be able to ~~consummate~~complete anour initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

InIf our ~~addition,~~original ~~because~~sponsor ~~there~~fulfills ~~are~~its ~~more~~foregoing ~~special~~indemnity ~~purpose~~obligations ~~acquisition~~or ~~companies seeking~~our tosuccessor ~~enter~~sponsor ~~into~~has anincurred ~~initial~~liabilities ~~business~~on ~~combination~~behalf ~~with~~of ~~available~~us ~~targets,~~but then ~~the~~seeks ~~competition~~indemnity for ~~available~~those ~~targets~~obligations ~~with~~from ~~attractive~~us ~~fundamentals~~ or ~~business models has increased, which could cause targets companies to demand improved financial terms. We expect to encounter intense competition~~ from ~~other~~the ~~entities~~surviving ~~having~~entity in a business ~~objective~~combination ~~similar to ours~~transaction, ~~including~~that ~~private~~could ~~investors (which may be individuals or~~reduce ~~investment partnerships), other blank check companies and other entities, domestic and international, competing for~~ the ~~types~~consideration ofpayable ~~businesses we intend~~ to ~~acquire.~~you ~~Many of these individuals and entities are well-established and have extensive experience~~ in ~~identifying~~any ~~and~~such ~~effecting, directly~~business orcombination ~~indirectly, acquisitions of companies operating in or providing services to various industries~~transaction. 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.

~~Attractive~~Our directors ~~deals~~may ~~could~~decide ~~also~~not ~~become~~to ~~scarcer~~enforce ~~for~~the ~~other~~indemnification ~~reasons,~~obligations ~~such as~~of ~~economic~~our ororiginal ~~industry sector downturns~~sponsor, ~~geopolitical tensions,~~ or ~~increases~~to inenforce ~~the~~provisions ~~cost~~ of ~~additional~~the ~~capital needed to close business~~sponsor ~~combinations~~purchase oragreement ~~operate~~allocating ~~targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate~~ our ~~ability~~liabilities to ~~find~~our ~~and~~successor ~~consummate an initial business combination~~sponsor, ~~and~~resulting ~~may~~in ~~result~~a reduction in ~~our~~the ~~inability~~amount toof ~~consummate~~funds anin ~~initial~~the ~~business~~trust ~~combination~~account onavailable ~~terms~~for ~~favorable~~distribution to our ~~investors~~public ~~altogether~~shareholders.

WeIn the ~~may~~event ~~not~~that bethe ~~able~~proceeds toin ~~complete~~the ~~our~~trust ~~initial~~account ~~business~~are ~~combination~~reduced below the lesser of (i) $11.12 per public share or (ii) such lesser amount ~~within~~per share held in the ~~prescribed~~trust ~~time~~account ~~frame~~as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in ~~which~~each case wenet of the interest which may be withdrawn to pay taxes, and our original sponsor or successor sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would ~~cease~~determine ~~all~~whether ~~operations~~to ~~except~~take ~~for~~legal ~~the~~action ~~purpose~~against ofour ~~winding~~original upsponsor ~~and~~or successor sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would ~~redeem~~ take legal action on our ~~public~~behalf ~~shares~~against ~~and~~our ~~liquidate~~original sponsor to enforce its indemnification obligations to us, init ~~which~~is ~~case~~possible that our ~~public~~independent ~~shareholders~~directors in exercising their business judgment may ~~receive~~choose ~~only~~not ~~$10.20~~to ~~per~~do ~~share~~so in any particular instance, in particularly where our original sponsor or ~~less~~successor ~~than~~has ~~such~~no ~~amount~~assets. inIf our independent ~~certain~~directors ~~circumstances~~choose not to enforce these indemnification obligations, ~~and~~the amount of funds in the trust account available for distribution to our ~~warrants~~public ~~will~~shareholders ~~expire~~may ~~worthless~~be reduced below $11.12 per share.

~~Our sponsor~~If, before ~~officers~~distributing ~~and~~the ~~directors~~proceeds ~~have~~in ~~agreed~~the ~~that~~trust weaccount ~~must~~to ~~complete~~ our ~~initial~~public ~~business~~shareholders, ~~combination~~we ~~within~~file 18a ~~months,~~bankruptcy or, ifwinding-up ~~the~~petition ~~extension~~or isan ~~approved,~~involuntary bankruptcy 24or ~~months,~~winding-up ~~from~~petition ~~the~~is ~~closing~~filed ~~date~~against ofus ~~our~~that ~~initial~~is ~~public offering.~~not Wedismissed, ~~may~~the ~~not~~claims beof ~~able~~creditors toin ~~complete~~such anproceeding ~~initial~~may ~~business~~have ~~combination~~priority over by the ~~conclusion~~claims of ~~such~~our ~~time~~shareholders ~~period.~~and ~~Our~~the ~~ability~~per-share toamount ~~complete our~~that ~~initial~~would ~~business~~otherwise ~~combination may~~ be ~~negatively~~received ~~impacted~~ by ~~general~~our ~~market~~shareholders ~~conditions, volatility~~ in ~~the~~connection ~~capital and debt markets and~~with ~~the~~our ~~other~~liquidation ~~risks~~may ~~described~~be ~~herein~~reduced.

If, before wedistributing ~~are~~the ~~unable~~proceeds toin ~~complete~~the ~~our~~trust ~~initial~~account ~~business~~to ~~combination~~our ~~within such~~public ~~18 month or 24 month period~~shareholders, we ~~will:~~file ~~(1)~~a ~~cease~~bankruptcy ~~all~~or ~~operations except for the purpose of~~ winding -up; ~~(2)~~petition asor ~~promptly~~an ~~as reasonably~~involuntary ~~possible~~bankruptcy ~~but~~or ~~not~~winding-up ~~more~~petition ~~than~~is 10filed ~~business~~against ~~days~~us ~~thereafter,~~that ~~redeem~~is ~~the~~not ~~remaining outstanding public shares~~dismissed, ~~at a per-share price, payable in cash, equal to~~ the ~~aggregate~~proceeds ~~amount~~held ~~then on deposit~~ in the trust account, ~~including~~could ~~interest~~be ~~(less up~~ subject to ~~$100,000~~applicable ofbankruptcy ~~interest~~or toinsolvency ~~pay dissolution~~laws ~~expenses~~ and ~~which~~may ~~interest shall~~ be ~~net~~included ofin ~~taxes~~our ~~payable),~~bankruptcy ~~divided~~estate ~~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 (3) as promptly as reasonably possible following such redemption, subject to the ~~approval~~claims of ~~our remaining~~third ~~shareholders~~parties ~~and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands~~with ~~law~~priority toover ~~provide~~the ~~for~~ claims of ~~creditors and the requirements of other applicable law. In such case,~~ our ~~public~~ shareholders ~~may receive only $10~~.20 ~~per~~To ~~share, or less than $10.20 per share, on~~ the ~~redemption~~extent ofany ~~their~~bankruptcy ~~shares,~~or ~~and~~insolvency ~~our warrants will expire worthless. See “— If third parties bring~~ claims ~~against~~deplete ~~us,~~ the ~~proceeds held in the~~ trust account, ~~could be reduced and~~ the per-share ~~redemption amount~~ ~~received~~amount bythat ~~shareholders~~would ~~may~~otherwise be ~~less~~received ~~than~~by ~~$10.20~~our ~~per~~shareholders ~~share”~~in ~~and~~connection ~~other~~with ~~risk~~our ~~factors~~liquidation ~~herein~~may be reduced.

21If, 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.

~~The~~If, after ~~notes~~we todistribute the ~~condensed~~proceeds ~~financial~~in ~~statements~~the ~~included~~trust inaccount ~~this Annual~~to ~~Report~~our ~~contain~~public shareholders, we file a bankruptcy or winding-up petition or an ~~explanatory~~involuntary bankruptcy ~~paragraph~~or winding-up petition is filed against us that ~~expresses~~is ~~substantial~~not ~~doubt~~dismissed, ~~about~~any ~~our~~distributions ~~ability~~received toby ~~continue~~shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “~~going~~preferential ~~concern~~transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that our plans to consummate an initial business combination will be successful, which is in part dependent on our ability to obtain sufficient financing for the company 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 several months. In the absence of such a business combination transaction, our company will cease to exist after 18 months, or, if the extension is approved, 24 months, have passed from the closing date of our initial public offering, which would occur less than 12 months following the date of this Annual Report. The short-term expiration date for our company as 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.22

~~Our~~If we ~~public~~are ~~shareholders~~deemed ~~may~~to ~~not~~ be ~~afforded~~ an ~~opportunity~~investment ~~to vote~~company onunder ~~our~~the ~~proposed~~Investment ~~business~~Company ~~combination~~Act, ~~which means~~ we may ~~complete~~be required to institute burdensome compliance requirements and our ~~initial~~activities ~~business~~may ~~combination~~be ~~even~~restricted, ~~though~~which amay ~~majority~~make ofit ~~our public~~difficult ~~shareholders~~for dous ~~not~~to ~~support~~complete ~~such~~our ainitial business combination.

~~We will either (1) seek shareholder approval of our initial business~~If ~~combination~~we atare adeemed ~~general meeting called for such purpose at which public shareholders may elect~~ to ~~redeem~~be ~~their~~an ~~public~~investment ~~shares~~company ~~without voting,~~under ~~and if they do vote, irrespective of whether they vote for or against~~ the ~~proposed~~Investment ~~business~~Company ~~combination,~~Act ~~or (2) 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)~~1940, ~~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~~amended, ~~including~~ ~~interest~~ (~~which~~or ~~interest~~the ~~shall~~Investment beCompany ~~net of taxes payable~~Act), ~~divided by the number of then issued and outstanding public shares, subject to the limitations described herein. Accordingly, it is possible that we will consummate~~ our ~~initial business combination even~~ ifactivities ~~holders~~may of a majority of our public shares do not approve of the business 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~~restricted, 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 such business combination instead of conducting a tender offer.including:

~~Your~~● ~~only~~restrictions ~~opportunity~~on tothe ~~affect~~nature ~~the~~of ~~investment~~our ~~decision~~investments; ~~regarding a~~and ~~potential~~● ~~business~~restrictions ~~combination~~on ~~will~~the beissuance ~~limited~~of tosecurities; ~~the~~● ~~exercise~~each of ~~your~~which ~~right~~may make it difficult for us to ~~redeem~~complete ~~your~~our ~~shares~~initial ~~from~~business combination. ● In addition, we may have imposed upon us ~~for~~burdensome ~~cash~~requirements, ~~unless~~including: we● ~~seek shareholder~~registration ~~approval~~as an investment company; ● adoption of ~~the~~a ~~business~~specific ~~combination~~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.

AtIn order ~~the time of your investment in us, you will~~ not to be ~~provided~~regulated ~~with~~ as an ~~opportunity~~investment tocompany ~~evaluate~~under the ~~specific~~Investment ~~merits~~Company orAct, ~~risks~~unless ofwe ~~one~~can orqualify ~~more~~for ~~target~~an ~~businesses.~~exclusion, ~~Since~~we ~~our~~must ensure ~~board~~that ofwe ~~directors~~are ~~may~~engaged ~~complete~~primarily in a business ~~combination~~other ~~without~~than ~~seeking shareholder approval~~investing, ~~public~~reinvesting ~~shareholders may not have the right~~ or ~~opportunity~~trading toof ~~vote~~securities onand ~~the~~that ~~business combination,~~our ~~unless we seek such shareholder approval. Accordingly, if we~~ activities do not ~~seek~~include ~~shareholder~~investing, ~~approval~~reinvesting, ~~your~~owning, ~~only~~holding ~~opportunity~~or totrading ~~affect the~~ “investment ~~decision~~securities” ~~regarding~~constituting amore ~~potential~~than ~~business~~40% ~~combination~~of ~~may be limited to exercising your redemption rights within the period~~our ofassets ~~time~~ (~~which~~exclusive ~~will~~of beU.S. atgovernment ~~least~~securities 20and ~~business~~cash ~~days~~items) ~~set~~on ~~forth~~an inunconsolidated ~~our tender offer documents mailed to our public shareholders in which we describe our initial business combination~~basis.

22We do not believe 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 in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), 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 may receive approximately $11.12 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

~~We need to comply with the rules of Nasdaq that require our initial~~Changes ~~business combination to occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the assets held~~ in ~~the~~SEC ~~trust~~rules ~~account~~affecting atSPACs ~~the~~may ~~time~~adversely ofaffect ~~the~~our ~~agreement~~ability to ~~enter~~negotiate ~~into~~and ~~the~~complete our initial business combination.

~~The~~Our consummation ~~rules~~ of ~~Nasdaq~~a ~~require that our initial~~ business combination ~~occur with~~may ~~one~~be orcontingent ~~more~~upon ~~target~~our ~~businesses~~ability ~~that~~to ~~together~~comply ~~have~~with ancertain ~~aggregate~~laws, ~~fair~~regulations, ~~market~~interpretations ~~value~~and applications, ofand atany ~~least~~post-business ~~80%~~combination ofcompany ~~the~~may ~~assets~~be ~~held~~subject into ~~the~~additional ~~trust~~laws, ~~account (excluding~~regulations, ~~taxes~~interpretations ~~payable~~and onapplications. Compliance ~~the~~with ~~income earned on~~ the ~~trust~~foregoing ~~account)~~may atbe ~~the~~difficult, time ofconsuming ~~the~~and ~~agreement to enter into the initial business combination~~costly. ~~This~~ ~~restriction~~Laws ~~may~~and ~~limit~~regulations ~~the type~~ and ~~number~~their ofinterpretation ~~companies~~and ~~with which we~~ application may ~~complete~~also achange ~~business~~from ~~combination.~~time ~~If we are unable~~ to ~~locate a target business or businesses that satisfy this fair market value test~~time, ~~our~~and ~~public~~those ~~shareholders~~changes ~~may~~could ~~receive~~have ~~only~~a ~~approximately~~material ~~$10.20 per~~adverse ~~share,~~effect ~~or less in certain circumstances,~~ on ~~the liquidation of~~ our ~~trust account~~business, ~~and~~including our ~~warrants~~ability ~~will expire worthless. If we are not then listed on Nasdaq for whatever reason, we would not be required~~ to ~~satisfy the foregoing 80% fair market value test~~ negotiate and ~~could~~ complete aan ~~business~~initial ~~combination with a target~~ business ~~having a fair market value substantially below 80% of the balance in the trust account~~combination.

IfAdditionally, on weJanuary ~~seek~~24, ~~shareholder~~2024, ~~approval~~the ofSEC ~~our~~(as ~~initial~~defined ~~business~~below) ~~combination~~adopted the 2024 SPAC Rules, which became effective on July 1, 2024, and may affect our ~~sponsor,~~ability ~~directors~~to effect a business combination transactions. The 2024 SPAC Rules, ~~officers~~among other things, ~~advisors~~impose oradditional ~~any~~disclosure ofrequirements in ~~their~~business ~~affiliates~~combination ~~may~~transactions ~~elect~~involving SPACs and private operating companies; amend the financial statement requirements applicable to ~~purchase~~business ~~shares~~combination ortransactions ~~warrants~~involving ~~from~~such ~~public~~companies; ~~shareholders~~update and expand guidance regarding the general use of projections in SEC filings, including requiring disclosure of all material bases of the projections and all material assumptions underlying the projections; ~~which~~and ~~may~~increase ~~influence~~the apotential ~~vote~~liability onof acertain participants in proposed business combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and ~~reduce~~the activities of the ~~public~~SPAC ~~“float”~~and its management team in furtherance of such goals. The 2024 SPAC Rules and related guidance may materially adversely affect our ~~securities~~ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

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 initial shareholders, directors, officers, advisors or any of their affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are 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, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or 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, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose of such purchases could be to vote such shares in favor of 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.23

~~You~~Changes in ~~will~~laws ~~not~~or beregulations, ~~entitled~~or a failure to ~~protections~~comply ~~normally~~with ~~afforded~~any tolaws and regulations, may adversely affect our business, including our ability ~~investors~~to ofnegotiate ~~many~~and ~~other~~complete ~~blank~~our ~~check~~initial ~~companies~~business combination, and results of operations.

~~Since~~We are ~~the~~subject ~~net~~to ~~proceeds~~laws ofand ~~our~~regulations ~~initial~~enacted ~~public~~by ~~offering~~national, regional and ~~the~~local ~~sale of~~governments. ~~the~~In ~~private~~particular, ~~warrants~~we are ~~intended~~required to becomply ~~used~~with certain toSEC ~~complete~~and another ~~initial~~legal ~~business~~requirements. ~~combination~~Compliance with, aand ~~target~~monitoring ~~business~~of, ~~that~~applicable ~~has~~laws ~~not~~and ~~been~~regulations ~~identified, we~~ may be ~~deemed~~difficult, totime consuming beand acostly. ~~“blank~~Those ~~check” company under the United States securities~~ laws. ~~However,~~and ~~because~~regulations weand ~~have~~their ~~net~~interpretation ~~tangible assets~~and inapplication ~~excess~~may ofalso ~~$5,000,000~~change ~~upon~~from ~~the~~time ~~completion~~to oftime ~~our initial public offering~~ and ~~the~~those changes ~~sale~~could ~~of the private warrants and~~ have ~~filed~~ a ~~Current~~material ~~Report~~adverse effect on ~~Form~~our ~~8-K~~business, ~~that~~investments ~~provided~~and anresults ~~audited~~of ~~balance~~operations. ~~sheet~~In ~~demonstrating this fact~~addition, wea ~~are~~failure ~~exempt~~to ~~from rules promulgated by the~~comply ~~SEC~~with toapplicable ~~protect~~laws ~~investors~~or ~~in blank check companies~~regulations, ~~such~~ as ~~Rule~~interpreted ~~419.~~and ~~Accordingly~~applied, ~~investors~~could ~~are~~have ~~not~~a ~~afforded~~material ~~the~~adverse ~~benefits~~effect oron ~~protections of~~our ~~those rules. Among other things~~business, ~~this~~including ~~means~~ our ability ~~units~~to ~~are~~negotiate ~~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~~results ~~the funds in the trust account were released to us in connection with our completion~~ of ~~an initial business combination~~operations.

23Our 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.

If we ~~seek~~are ~~shareholder~~forced ~~approval~~to ofenter ~~our~~into ~~initial~~an ~~business~~insolvent ~~combination~~liquidation, any distributions received by shareholders could be viewed as an unlawful payment ~~and~~if weit dowas ~~not~~proved ~~conduct~~that ~~redemptions~~immediately ~~pursuant~~following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ~~tender~~ordinary ~~offer~~course ~~rules~~of business. As a result, ~~and~~a ifliquidator ~~you~~could seek to recover some or aall ~~“group”~~amounts ofreceived by our shareholders. Furthermore, ~~are~~our ~~deemed~~directors may be viewed as having breached their fiduciary duties to ~~hold~~ us or our creditors and/or may have acted in ~~excess~~bad faith, ofand ~~15%~~thereby ofexposing ~~our~~themselves ~~Class~~and Aour ~~ordinary~~company ~~shares~~to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will ~~lose~~not ~~the~~be ~~ability~~brought against us for these reasons. We and our directors and officers, who knowingly and willfully authorized or permitted any distribution to ~~redeem~~be ~~all~~paid ~~such~~out ~~shares~~of our share premium account while we were unable to pay our debts as they fall due in ~~excess~~the ordinary course of ~~15%~~business would be guilty of ~~our~~an ~~Class~~offence and may be liable to a fine Aof ~~ordinary~~up ~~shares~~to $18,292 and to imprisonment for five years in the Cayman Islands.

~~If we seek shareholder approval of our initial business combination~~Because ~~and~~ we doare not ~~conduct~~limited ~~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~~specific oftarget ~~such~~businesses ~~shareholder or any other person~~ with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which ~~we refer~~ to aspursue ~~the “Excess Shares,” without~~ our ~~prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our~~ initial business combination. 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~~be ~~receive~~unable ~~redemption distributions with respect~~ to ascertain the ~~Excess~~merits ~~Shares~~or ifrisks weof ~~complete~~any ~~our~~particular ~~initial~~target business’ ~~combination~~operations. 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.

~~Because~~While we are focused upon a combination with businesses that participate in the ~~funds~~global ~~being~~energy ~~held~~transition ~~outside~~ecosystem ofthat are facilitating the way ~~trust~~that ~~account~~energy is produced, stored, transmitted, distributed and consumed, we nevertheless may pursue acquisition opportunities in any beone ~~insufficient~~of tonumerous ~~allow~~industries usor geographic locations. We are not, however, under our amended and restated memorandum and articles of association, permitted to ~~operate~~effectuate ~~for~~our business combination with another blank check company or similar company with nominal operations. To the extent ~~remainder~~we ofcomplete our business combination, we may be affected by numerous risks inherent in the ~~18-month~~business ~~period~~operations orwith which we combine. For example, if ~~the~~we ~~extension~~combine iswith ~~approved~~a financially unstable business or an entity lacking an established record of sales or earnings, 24we may be affected by the risks inherent in the business and operations of a financially unstable or an early-~~month~~stage ~~period~~entity. ~~following~~ Although our ~~initial~~officers and ~~public~~directors ~~offering~~will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that ~~could~~we ~~limit~~will properly ascertain or assess all of the ~~amount~~significant ~~available~~risk factors or that we will have adequate time to ~~fund~~complete due diligence. Furthermore, some of these risks may be outside of our ~~search~~control ~~for~~and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. orWe ~~businesses~~also ~~and~~cannot ~~complete~~ assure you that an investment in our ~~initial~~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, ~~and~~any weshareholders ~~may~~who ~~depend~~choose to onremain ~~additional~~shareholders ~~loans~~following ~~from~~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 ~~sponsor~~officers or ~~management~~directors ~~team~~of a duty of care or other fiduciary duty owed to ~~fund~~them, ~~those~~or ~~activities~~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.

~~The~~Although we ~~funds~~have ~~available~~identified togeneral uscriteria ~~outside~~and ofguidelines ~~the~~that ~~trust~~we ~~account~~believe ~~may~~are beimportant ~~insufficient to~~in ~~allow~~evaluating usprospective totarget ~~operate~~businesses, ~~for~~we ~~the~~may enter ~~remainder~~into ofour ~~the~~ initial 18business ~~months~~combination ~~or,~~with ifa ~~the~~target ~~extension~~that isdoes ~~approved,~~not 24meet ~~months,~~such ~~following~~criteria ~~our~~and ~~initial~~guidelines, ~~public offering.~~and Asas ofa ~~March 30~~result, ~~2023,~~the ~~only~~target business ~~approximately~~with ~~$120,000~~which iswe ~~available~~enter tointo usour ~~outside~~initial ofbusiness ~~the~~combination ~~trust~~may ~~account~~not tohave ~~fund~~attributes entirely consistent with our ~~working~~general ~~capital~~criteria ~~requirements~~and guidelines.

WeAlthough we ~~are~~have ~~incurring~~identified ~~significant~~general ~~costs~~criteria inand ~~pursuit~~guidelines offor ~~our~~evaluating ~~acquisition~~prospective ~~plans.~~target businesses, it is possible that a target business ~~Management’s~~with ~~plans~~which towe ~~address~~enter ~~this~~into ~~need~~our ~~for~~initial ~~capital~~business iscombination ~~discussed~~will innot ~~“Item~~have 7all of these positive attributes. ~~Management’s~~If ~~Discussion~~we ~~and~~complete ~~Analysis~~our ofinitial ~~Financial~~business ~~Condition~~combination ~~and~~with ~~Results~~a target that does not meet some or all of ~~Operations”~~these guidelines, such combination may not be as successful as a combination with a business that does meet all of ~~this~~our ~~Annual~~general ~~Report~~criteria and guidelines. In ~~particular~~addition, ~~our~~if ~~sponsor~~we ~~and~~announce ~~its~~a ~~three~~prospective ~~primary~~business combination ~~limited~~with ~~partners have~~a ~~committed~~target tothat ~~funding,~~does not meet our general criteria and ~~are~~guidelines, ~~expected~~a togreater ~~fund~~number inof ~~April~~shareholders ~~2023,~~may ~~$450~~exercise their redemption rights,~~000~~ inwhich ~~working~~may ~~capital~~make byit ~~way~~difficult offor ~~loans~~us ~~that~~to ~~may~~meet beany ~~converted~~closing ~~by them~~condition ~~(at~~with ~~their~~a ~~election)~~target ~~into~~business ~~warrants~~that requires us to ~~purchase~~have ~~Class~~a minimum Anet ~~ordinary~~worth ~~shares~~or a certain amount of cash. ~~However~~In addition, if ~~that~~shareholder ~~funding~~approval ~~does~~of ~~not~~the ~~suffice~~transaction ~~for~~is ~~our~~required ~~working capital~~by ~~purposes~~law, or we ~~would~~decide to ~~need~~obtain toshareholder ~~raise~~approval ~~additional~~for ~~financing~~business inor ~~order~~other tolegal ~~fund~~reasons, ~~our~~it ~~expenses.~~may ~~Any~~be ~~such~~more ~~financing~~difficult ~~could~~for beus ~~repaid~~to ~~only~~attain ~~from~~shareholder approval of ~~funds~~our ~~held~~initial ~~outside~~business combination if the ~~trust~~target ~~account~~business ordoes ~~from~~not ~~funds~~meet ~~released~~our togeneral uscriteria ~~upon~~and ~~completion~~guidelines. ofIf we are unable to complete our initial business combination., Weour ~~may~~public ~~not~~shareholders bemay ~~able to~~receive ~~obtain~~only ~~such~~approximately ~~financing~~$11.12 ~~Any~~per ~~lack~~share ofon ~~financing~~the ~~may~~liquidation ~~negatively~~of ~~impact~~ our ~~ability~~trust account toand ~~consummate~~ our ~~initial~~warrants ~~business~~will ~~combination~~expire ~~transaction~~worthless.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In that case, our public shareholders may receive only approximately $10.20 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 $10.20 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 $10.20 per share” and other risk factors herein.24

IfWe are ~~third~~not ~~parties~~required ~~bring~~to ~~claims~~obtain ~~against~~an ~~us,~~opinion ~~the~~from ~~proceeds~~an ~~held~~independent ~~in the~~investment ~~trust~~banking ~~account~~firm ~~could~~or befrom ~~reduced~~another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the ~~per-share~~price ~~redemption~~we ~~amount~~are ~~received~~paying byfor ~~shareholders~~the ~~may~~business is befair ~~less~~to ~~than~~our ~~$10.20~~company ~~per~~from ~~share~~a financial point of view.

~~Our placing of funds in the trust account may not protect those funds~~Unless ~~from third-party claims against us. Although~~ we ~~seek~~complete ~~to have all vendors, service providers (other than~~ our ~~independent~~initial ~~auditors), prospective target businesses or other entities with which we do~~ business ~~execute~~combination ~~agreements~~ with usan ~~waive~~affiliated ~~any right~~entity, ~~title,~~we ~~interest~~are ornot ~~claim~~required ~~of any kind in or~~ to ~~any~~obtain ~~monies~~an ~~held~~opinion infrom ~~the~~an ~~trust~~independent investment ~~account~~banking ~~for the benefit of our public shareholders~~firm, ~~such parties may not execute such agreements,~~ or ~~even if they execute such agreements they may not be prevented~~ from ~~bringing~~another ~~claims~~independent ~~against~~entity ~~the~~that ~~trust~~commonly ~~account,~~renders ~~including,~~valuation ~~but not limited to~~opinions, ~~fraudulent~~that ~~inducement,~~the ~~breach~~price ofwe ~~fiduciary~~are ~~responsibility~~paying ~~or other similar claims, as well as claims challenging the enforceability~~is offair ~~the waiver, in each case in order~~ to ~~gain~~our ~~advantage~~company ~~with~~from ~~respect to~~ a ~~claim~~financial ~~against~~point ~~our~~of ~~assets, including the funds held in the trust account~~view. If ~~any~~no ~~third~~opinion ~~party~~is ~~refuses~~obtained, toour ~~execute~~shareholders anwill ~~agreement~~be ~~waiving~~relying ~~such~~on ~~claims to~~ the ~~monies~~judgment ~~held~~of ~~in the trust account~~our Board, ~~our~~who ~~management~~ will ~~perform~~determine anfair ~~analysis~~market ofvalue ~~the~~based ~~alternatives~~on ~~available~~standards togenerally itaccepted ~~and~~by ~~will~~the ~~only~~financial ~~enter~~community. ~~into~~Such anstandards ~~agreement~~used ~~with a third party that has not executed~~will abe ~~waiver~~disclosed ifin ~~management~~our ~~believes~~tender ~~that~~offer ~~such~~documents ~~third~~or ~~party’s~~proxy ~~engagement~~solicitation ~~would~~materials, beas ~~significantly~~applicable, ~~more~~related ~~beneficial~~ to usour ~~than~~initial ~~any~~business ~~alternative~~combination.

24We 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.

~~Examples~~The net proceeds from our initial public offering and the sale of ~~possible~~the ~~instances~~private ~~where~~warrants, wewhich ~~may~~was ~~engage~~initially a$130,142,000, ~~third~~has ~~party~~been ~~that~~reduced ~~refuses~~significantly due to ~~execute~~redemptions aby ~~waiver~~our ~~include~~public ~~the~~shareholders ~~engagement~~in ofconnection awith ~~third-party~~the ~~consultant~~first ~~whose~~extension ~~particular~~meeting, ~~expertise~~the orsecond ~~skills~~extension ~~are~~meeting and ~~believed~~the byarticles ~~management to~~amendment meeting and may be ~~significantly~~further ~~superior~~reduced at our meeting to ~~those~~approve ofour ~~other~~initial ~~consultants~~business ~~that~~combination. ~~would~~In ~~agree~~particular, at tothe ~~execute~~first aextension ~~waiver~~meeting ora intotal ~~cases~~of ~~where~~10,185,471 ~~management~~Class isA ~~unable to~~ordinary ~~find~~shares awere ~~service~~redeemed; ~~provider~~at ~~willing~~the tosecond ~~execute~~extension meeting a ~~waiver.~~total ~~In addition~~of 347,980 ~~there~~Class isA noordinary ~~guarantee~~shares ~~that~~were ~~such~~redeemed ~~entities~~and ~~will~~at ~~agree~~the toarticles ~~waive~~amendment ~~any claims~~meeting ~~they~~a ~~may~~total ~~have~~of in204,178 Class A ordinary shares were redeemed; at the ~~future~~third asextension meeting a ~~result~~total of 1,148,799 orClass ~~arising~~A ~~out~~ordinary ~~of,~~shares ~~any~~were ~~negotiations~~redeemed. This resulted in shareholders holding 11,886,428 publicly-held ~~contracts~~Class orA ~~agreements~~ordinary ~~with~~shares usexercising their right to redeem and ~~will~~as ~~not~~a ~~seek recourse~~result, ~~against~~approximately ~~the~~$126,130,989 was distributed from our trust account, ~~for~~with ~~any~~763,572 ~~reason.~~publicly-held ~~Upon~~Class ~~redemption~~A ofordinary ~~our~~shares ~~public~~remaining. ~~shares,~~As ifof weApril ~~are~~15, ~~unable~~2025, tothere ~~complete~~remained approximately $9,080,000 in our ~~initial~~trust ~~business combination~~account. ~~within~~Given the ~~prescribed~~significant ~~timeframe,~~percentage orof ~~upon~~our ~~the~~public ~~exercise~~shareholders ofthat ahave ~~redemption~~elected ~~right~~to redeem their shares in connection with our ~~initial~~first ~~business~~extension ~~combination~~meeting, we ~~will~~our besecond ~~required~~extension meeting and our article amendment meeting, and may elect to ~~provide~~redeem ~~for~~at ~~payment~~a ofmeeting to ~~claims~~approve ofa ~~creditors~~business ~~that~~combination, ~~were~~thereby ~~not~~reducing ~~waived~~our ~~that~~cash ~~may~~resources, bewe ~~brought~~likely ~~against~~will usneed ~~within~~to ~~the~~secure 10third ~~years following~~party ~~redemption.~~financing ~~Accordingly,~~in ~~the~~order to ~~per-share~~successfully ~~redemption~~effect ~~amount~~such ~~received~~a bybusiness ~~public~~combination ~~shareholders~~and ~~could~~there can be ~~less~~no ~~than~~assurance ~~the~~that ~~$10.20~~it ~~per~~will ~~share initially~~be ~~held~~available into ~~the~~us ~~trust~~on ~~account,~~terms ~~due~~ acceptable to ~~claims~~us ofor ~~such~~at ~~creditors~~all.

~~Our sponsor has agreed that it will be liable to us if and to the extent~~We ~~any~~may ~~claims~~effectuate ~~by a vendor (other than~~ our ~~independent~~initial ~~auditors)~~business ~~for~~combination ~~services~~with ~~rendered or products sold to us, or~~ a ~~prospective~~single target business ~~with~~ ~~which~~or wemultiple ~~have~~target ~~discussed~~businesses ~~entering~~simultaneously ~~into~~or within a ~~transaction~~short ~~agreement,~~period ~~reduce the amount~~ of ~~funds in the trust account to below (i) $10~~time.~~20 per~~ ~~public~~However, ~~share~~we ormay ~~(ii)~~not ~~such~~be ~~lesser~~able ~~amount~~to ~~per~~effectuate ~~public~~our ~~share~~initial ~~held~~business incombination ~~the~~with ~~trust~~more ~~account~~than asone oftarget ~~the date of the liquidation of the trust~~business ~~account~~because ~~due to reductions in the value~~ of ~~the~~various ~~trust assets~~factors, inincluding ~~each case net of~~ the ~~interest~~existence ~~which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver~~ of ~~any~~complex ~~and~~accounting ~~all~~issues ~~rights to seek access to the trust account~~ and ~~except as to any claims under our indemnity of~~ the ~~underwriters~~requirement asthat ~~part~~we ofprepare ~~our~~and ~~initial~~file ~~public~~pro ~~offering against certain liabilities, including liabilities~~forma ~~under~~financial ~~the~~statements ~~Securities~~with ~~Act. Moreover, in~~ the ~~event~~SEC that anpresent ~~executed~~operating ~~waiver~~results isand ~~deemed~~the tofinancial becondition ~~unenforceable~~of ~~against~~several atarget ~~third~~businesses ~~party,~~as ~~our~~if ~~sponsor~~they ~~will~~had ~~not~~been beoperated ~~responsible~~on toa ~~the~~combined ~~extent of any liability for such third-party claims~~basis. WeBy ~~have~~completing ~~not independently verified whether~~ our ~~sponsor has~~initial ~~sufficient~~business ~~funds~~combination towith ~~satisfy~~only ~~its~~a ~~indemnity~~single ~~obligations~~entity, ~~and believe that~~ our ~~sponsor’s~~lack ~~only assets are securities~~ of ~~our company.~~diversification ~~Accordingly, our sponsor~~ may ~~not~~subject ~~have~~us ~~sufficient funds available~~ to ~~satisfy~~numerous ~~those obligations. We have not asked our sponsor to reserve for such obligations~~economic, ~~and~~competitive therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and ~~redemptions~~regulatory ~~could be reduced to less than $10~~risks.20 ~~per public share. In such event~~Further, we ~~may~~would not be able to ~~complete~~diversify our ~~initial~~operations ~~business~~or ~~combination, and you would receive~~benefit ~~such~~from ~~lesser~~the ~~amount~~possible ~~per~~spreading ~~share~~of inrisks ~~connection~~or ~~with~~offsetting ~~any redemption~~ of ~~your~~losses, ~~public~~unlike ~~shares.~~other ~~None~~entities ofwhich ~~our~~may ~~officers~~have orthe ~~directors~~resources ~~will~~to ~~indemnify~~complete several usbusiness ~~for~~combinations ~~claims~~in bydifferent ~~third~~industries ~~parties~~or ~~including,~~different ~~without~~areas ~~limitation,~~of ~~claims~~a bysingle ~~vendors and prospective target businesses~~industry.

~~If our sponsor fulfills its foregoing indemnity obligations~~Accordingly, ~~but then~~ ~~seeks~~the ~~indemnity~~prospects for ~~those~~our ~~obligations~~success ~~from~~may ~~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.~~be:

~~Our~~● ~~directors~~solely ~~may~~dependent ~~decide~~upon ~~not to enforce~~ the ~~indemnification~~performance ~~obligations~~ of ~~our~~a ~~sponsor~~single business, ~~resulting~~property inor aasset; ~~reduction~~or in● dependent upon the ~~amount~~development or market acceptance of ~~funds~~a insingle ~~the~~or ~~trust~~limited ~~account~~number ~~available~~of ~~for~~products, ~~distribution~~processes, toservices ~~our~~or ~~public~~potential ~~shareholders~~products.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per public 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, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.20 per share.25

~~If,~~This lack ~~before~~of ~~distributing~~diversification ~~the~~may ~~proceeds~~subject inus ~~the trust account~~ to ~~our~~ ~~public~~numerous ~~shareholders~~economic, wecompetitive ~~file~~and aregulatory ~~bankruptcy~~risks, orany ~~winding-up petition~~ or anall ~~involuntary~~of ~~bankruptcy~~which ormay ~~winding-up~~have ~~petition~~a ~~is filed against~~substantial usadverse ~~that~~impact isupon ~~not dismissed,~~ the ~~claims~~particular ofindustry ~~creditors~~ in ~~such~~which ~~proceeding~~we may ~~have~~operate ~~priority~~subsequent ~~over~~to ~~the claims of~~ our ~~shareholders~~initial ~~and~~business ~~the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced~~combination.

~~If, before distributing the proceeds in the trust account to our public~~We ~~shareholders,~~may weseek ~~file~~acquisition aopportunities ~~bankruptcy~~with ~~or winding-up petition or~~ an ~~involuntary bankruptcy or winding~~early-upstage ~~petition is filed against us that is not dismissed~~company, ~~the~~a ~~proceeds~~financially ~~held~~unstable inbusiness ~~the trust account could be subject to applicable bankruptcy~~ or ~~insolvency~~an ~~laws,~~entity ~~and~~lacking ~~may~~an beestablished ~~included~~record ~~in our bankruptcy estate and subject to the claims~~ of ~~third~~revenue ~~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~~earnings.

25Many of the targets that fall within global energy transition ecosystem are early-stage companies. To the extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations 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, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not 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.

~~If,~~We may ~~after~~attempt weto ~~distribute~~complete ~~the proceeds in the trust account to~~ our ~~public~~initial ~~shareholders,~~business wecombination ~~file~~with a ~~bankruptcy~~private orcompany ~~winding-up~~about ~~petition~~which orlittle aninformation ~~involuntary bankruptcy or winding-up petition~~ is ~~filed against us that is not dismissed~~available, awhich ~~bankruptcy or insolvency court~~ may result ~~seek~~in toa ~~recover~~business ~~such~~combination ~~proceeds,~~with ~~and~~a ~~the~~company ~~members~~that ofis ~~our~~not ~~board~~as ofprofitable ~~directors may be viewed~~ as ~~having~~we ~~breached their fiduciary duties to our creditors~~suspected, ~~thereby~~if ~~exposing~~at ~~the members of our board of directors and us to claims of punitive damages~~all.

~~If,~~In pursuing ~~after we distribute the proceeds in the trust account to~~ our ~~public shareholders~~acquisition strategy, we ~~file~~may aseek ~~bankruptcy~~to oreffectuate ~~winding-up~~our ~~petition~~initial orbusiness ancombination ~~involuntary~~with ~~bankruptcy~~a orprivately ~~winding-up~~held ~~petition~~company. isVery ~~filed against us that~~little ispublic ~~not~~information ~~dismissed,~~generally ~~any~~exists ~~distributions~~about ~~received~~private bycompanies, ~~shareholders~~and we could be ~~viewed~~required ~~under~~to ~~applicable~~make ~~debtor/creditor~~our ~~and/or~~decision ~~bankruptcy~~on orwhether ~~insolvency laws~~to aspursue ~~either~~ a ~~“preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency~~potential ~~court~~initial ~~could~~business ~~seek~~combination toon ~~recover~~the ~~all~~basis ~~amounts~~of ~~received~~limited ~~by our shareholders. In addition~~information, ~~our~~which ~~board of directors~~ may beresult ~~viewed as having breached its fiduciary duty to our creditors and/or having acted~~ in ~~bad~~a ~~faith,~~business ~~thereby~~combination ~~exposing~~with ~~itself~~a ~~and~~company usthat tois ~~claims of punitive damages, by~~not ~~paying~~as ~~public~~profitable ~~shareholders~~as ~~from~~we ~~the~~suspected, ~~trust~~if ~~account~~at ~~prior to addressing the claims of creditors~~all.

IfIn order weto ~~are~~effectuate ~~deemed~~an toinitial bebusiness ancombination, ~~investment~~blank ~~company~~check ~~under~~companies have, in the ~~Investment~~past, amended various provisions of their ~~Company~~charters ~~Act,~~and wemodified governing instruments. We may beseek ~~required~~at a meeting to ~~institute~~approve ~~burdensome~~our ~~compliance~~initial ~~requirements~~business ~~and~~combination, to amend our amended ~~activities~~and ~~may~~restated bememorandum ~~restricted,~~and ~~which~~articles ~~may~~of association in a manner that will make it ~~difficult~~ easier for us to complete our initial business combination, which some of our shareholders may not support.

IfIn order weto ~~are~~effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For example, blank check companies have amended the 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 ana ~~investment~~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 company’s ~~under~~articles of association) of a company’s shareholders at a general meeting for which notice specifying the ~~Investment~~intention ~~Company~~to propose the resolution as a special resolution has been given or (ii) if so authorized ~~Act~~by a company’s articles of ~~1940~~association, asby a unanimous written resolution of all of the company’s shareholders. Our amended, and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a shareholders meeting (ori.e., the ~~Investment~~lowest ~~Company~~threshold ~~Act~~permissible under Cayman Islands law) (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval of the holders of at least 90% of our ~~activities~~ordinary ~~may~~shares beas, ~~restricted~~being entitled to do so, ~~including:~~vote in a general meeting), or by a unanimous written resolution of all of our shareholders.

~~● restrictions on the nature of our investments; and~~26

●The provisions ~~restrictions~~of onour amended and restated memorandum and articles of association that relate to our pre-business combination activity may be amended with the ~~issuance~~approval of ~~securities;~~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.

~~each~~Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of 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, including those related to pre-business combination activity (including the requirement to deposit 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), may ~~make~~be itamended if ~~difficult~~approved ~~for~~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 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 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 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 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 to redeem their public shares. Furthermore, our original sponsor and other initial shareholders have 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. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

InWe may ~~addition,~~amend wethe terms of the warrants in a manner that may ~~have~~be ~~imposed~~adverse ~~upon~~to usholders ~~burdensome~~of ~~requirements,~~public ~~including:~~warrants with the approval by the holders of at least a majority of the then outstanding public warrants.

●Our warrants ~~registration~~have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as anwarrant agent, ~~investment~~and ~~company;~~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.

●Certain agreements ~~adoption~~related ofto aour ~~specific~~initial ~~form~~public ofoffering ~~corporate~~may ~~structure;~~be ~~and~~amended without shareholder approval.

●Certain agreements, ~~reporting~~including the underwriting agreement relating to our initial public offering, ~~record~~the ~~keeping~~investment management trust agreement between us and Continental Stock Transfer & Trust Company (other than provisions contained therein governing the release of funds from our trust account), ~~voting~~the letter agreement among us and our original sponsor, ~~proxy~~officers and ~~disclosure~~directors, ~~requirements~~the registration rights agreement between us and ~~other~~our ~~rules~~original sponsor, and ~~regulations~~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 the registration rights agreement and the administrative and support services agreement was terminated, both in 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 ~~are~~acquire ~~currently~~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 our Board to approve any further 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 amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect on the value of an investment in our securities.

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds will be restricted to these instruments, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under 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 may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.27

~~Changes~~Because we inmust ~~SEC~~furnish ~~rules~~our ~~affecting~~shareholders ~~special~~with ~~purpose~~target ~~acquisition~~business ~~companies may~~financial ~~adversely~~statements, ~~affect~~we ~~our~~may lose the ability to ~~negotiate and~~ complete ~~our~~an otherwise advantageous initial business combination with some prospective target businesses.

~~Our~~U.S. federal ~~consummation~~proxy ofregulations require that a proxy statement with respect to a vote on a business combination ~~may~~meeting becertain ~~contingent~~financial ~~upon~~significance tests ~~our~~include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement ~~ability~~disclosure toin ~~comply~~connection with ~~certain~~our ~~laws,~~tender ~~regulations~~offer documents, ~~interpretations~~whether ~~and~~or ~~applications,~~not ~~and~~they ~~any~~are ~~post-business~~required ~~combination~~under ~~company~~the tender offer rules. These financial statements may be ~~subject~~ required to ~~additional~~be ~~laws~~prepared in accordance with, ~~regulations~~or be reconciled to, ~~interpretations~~accounting ~~and~~principles ~~applications~~generally accepted in the United States of America, or U.S. ~~Compliance~~GAAP, ~~with~~or international financing reporting standards as issued by the ~~foregoing~~International ~~may~~Accounting beStandards ~~difficult~~Board, or ~~time~~IFRS, ~~consuming~~depending on the circumstances and the historical financial statements may be required to be audited in accordance with the ~~costly~~standards of the Public Company Accounting Oversight Board (United States), or PCAOB. ~~Laws~~These ~~and~~financial ~~regulations~~statement ~~and~~requirements ~~their~~may ~~interpretation~~limit the ~~and~~pool ~~application~~of potential target businesses we may ~~also~~acquire ~~change~~because ~~from~~some ~~time~~targets may be unable to ~~time,~~provide ~~and~~such ~~those~~financial ~~changes~~statements ~~could~~in ~~have~~time afor ~~material~~us ~~adverse~~to ~~effect~~disclose onsuch ~~our~~financial ~~business,~~statements ~~including~~in ~~our~~accordance ~~ability~~with tofederal ~~negotiate~~proxy rules and complete anour initial business combination within the prescribed time frame.

~~On March 30, 2022, the SEC issued proposed rules relating to, among~~We ~~other~~are ~~items,~~an ~~disclosures~~emerging ingrowth ~~business~~company ~~combination transactions involving special purpose acquisition companies, or SPACs,~~ and ~~private~~a ~~operating companies;~~smaller ~~the~~reporting ~~financial~~company ~~statement~~within ~~requirements applicable to transactions involving shell companies;~~ the ~~use~~meaning of ~~projections in SEC filings in connection with proposed business combination transactions;~~ the ~~potential~~Securities ~~liability~~Act, ~~of certain participants in proposed business combination transactions;~~ and ~~the~~we ~~extent~~take toadvantage ~~which SPACs could become subject to regulation under the Investment Company Act~~ of ~~1940, as amended, including~~certain aexemptions ~~proposed rule that would provide SPACs a safe harbor~~ from ~~treatment~~disclosure asrequirements anavailable ~~investment~~to ~~company~~emerging ifgrowth ~~they~~companies ~~satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. These rules, if adopted, whether in the form proposed~~ or insmaller areporting ~~revised form~~companies, which ascould ofmake ~~the~~our ~~date of this Annual Report such rules have not been adopted, may increase the costs of and the time~~securities ~~needed~~less attractive to ~~negotiate~~investors and ~~complete an initial business combination, and~~ may ~~constrain~~make ~~the~~it ~~circumstances~~more ~~under~~difficult ~~which~~to wecompare ~~could~~our ~~complete~~performance ~~an initial~~with ~~business~~other ~~combination~~public companies.

26We 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.

~~Changes~~Further, Section in102(b)(1) ~~laws~~of the JOBS Act exempts emerging growth companies from being required to comply with new or ~~regulations~~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 ~~failure~~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 ~~laws~~transition period which means that when a standard is issued or revised and ~~regulations~~it has different application dates for public or private companies, ~~may~~we, ~~adversely~~as ~~affect~~an ~~our~~emerging ~~business~~growth company, ~~including~~can ~~our~~adopt ~~ability~~the tonew ~~negotiate~~or ~~and~~revised ~~complete~~standard at the time private companies adopt the new or revised standard. This may make comparison of our ~~initial~~financial ~~business~~statements ~~combination,~~with another public company which is neither an emerging growth company ~~and~~nor ~~results~~an emerging growth company which has opted out of ~~operations~~using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

WeAdditionally, we are ~~subject~~a to“smaller ~~laws~~reporting ~~and~~company” ~~regulations~~as ~~enacted~~defined byin ~~national,~~Rule ~~regional and~~10(f)(1) ~~local~~of ~~governments~~Regulation S-K. InSmaller ~~particular,~~reporting wecompanies ~~are~~may ~~required~~take advantage toof ~~comply~~certain ~~with~~reduced ~~certain~~disclosure ~~SEC~~obligations, ~~and~~including, among other ~~legal~~things, ~~requirements.~~providing ~~Compliance~~only ~~with,~~two ~~and~~years ~~monitoring~~ of, ~~applicable~~audited ~~laws~~financial ~~and~~statements. We ~~regulations~~will ~~may~~remain bea ~~difficult,~~smaller ~~time~~reporting ~~consuming~~company ~~and~~until ~~costly.~~the ~~Those~~last ~~laws~~day ~~and~~of ~~regulations~~the ~~and~~fiscal ~~their~~year ~~interpretation~~in ~~and~~which (i) the market value of our ordinary shares ~~application~~held ~~may~~by ~~also~~non-affiliates ~~change~~exceeds ~~from~~$250 ~~time~~million toas ~~time~~of ~~and~~the ~~those~~end ~~changes~~of ~~could~~that ~~have~~year’s asecond ~~material~~fiscal ~~adverse~~quarter ~~effect~~or on(ii) our ~~business,~~annual ~~investments~~revenues ~~and~~exceeded ~~results~~$100 ofmillion ~~operations.~~during Insuch ~~addition,~~completed afiscal ~~failure~~year toand ~~comply~~the ~~with~~market ~~applicable~~value ~~laws~~of orour ~~regulations,~~ordinary asshares ~~interpreted~~held ~~and~~by ~~applied,~~non-affiliates ~~could~~exceeds ~~have~~$700 amillion ~~material~~as ~~adverse~~of ~~effect~~the onend ~~our~~of ~~business,~~that ~~including~~year’s ~~our~~second ~~ability~~fiscal toquarter. ~~negotiate~~Because ~~and~~we ~~complete~~take ~~our~~advantage ~~initial~~of ~~business~~such ~~combination~~reduced disclosure obligations, ~~and~~it ~~results~~may also make comparison of ~~operations~~our financial statements with other public companies difficult or impossible.

~~Our~~Compliance obligations ~~shareholders~~under ~~may~~the beSarbanes-Oxley ~~held~~Act ~~liable~~may ~~for~~make ~~claims~~it bymore ~~third~~difficult ~~parties against~~for us to ~~the~~effectuate ~~extent~~our ofinitial ~~distributions~~business ~~received~~combination, byrequire ~~them~~substantial financial ~~upon~~and ~~redemption~~management resources, and increase the time and costs of ~~their~~completing ~~shares~~an acquisition.

IfSection 404 weof ~~are~~the ~~forced~~Sarbanes-Oxley toAct ~~enter~~requires ~~into~~that anwe ~~insolvent~~evaluate ~~liquidation,~~and ~~any~~report ~~distributions received~~on byour ~~shareholders~~system ~~could~~of beinternal ~~viewed~~controls. asWe anare ~~unlawful~~not ~~payment~~deemed ifto itbe ~~was~~a ~~proved~~large accelerated ~~that~~filer ~~immediately~~or ~~following~~an ~~the~~accelerated ~~date~~filer, onand ~~which~~we ~~the~~qualify ~~distribution was~~as ~~made,~~an weemerging ~~were~~growth ~~unable~~company; totherefore, ~~pay~~we ~~our~~are ~~debts~~not asrequired ~~they~~to ~~fall~~comply ~~due~~with the inindependent ~~the~~registered ~~ordinary~~public ~~course~~accounting offirm ~~business.~~attestation Asrequirement aon ~~result,~~our ainternal ~~liquidator~~control ~~could~~over ~~seek~~financial toreporting. Further, ~~recover~~for ~~some~~as orlong ~~all~~as ~~amounts~~we ~~received~~remain byan ~~our~~emerging ~~shareholders.~~growth ~~Furthermore~~company, ~~our~~we ~~directors~~will ~~may~~not be ~~viewed~~required asto ~~having~~comply ~~breached~~with ~~their~~the ~~fiduciary~~independent registered public accounting ~~duties~~firm toattestation usrequirement oron our ~~creditors~~internal ~~and/or~~control ~~may~~over ~~have~~financial ~~acted~~reporting. inThe ~~bad~~fact ~~faith,~~that ~~and~~we ~~thereby~~are ~~exposing~~a ~~themselves~~blank ~~and~~check ~~our~~ company tomakes ~~claims, by paying~~compliance ~~public~~with ~~shareholders from~~ the ~~trust~~requirements ~~account~~of ~~prior~~the toSarbanes-Oxley ~~addressing~~Act ~~the~~particularly ~~claims~~burdensome ofon ~~creditors.~~us Weas ~~cannot~~compared ~~assure~~to ~~you~~other ~~that~~public ~~claims~~companies ~~will~~because ~~not~~a ~~be brought~~target ~~against~~company uswith ~~for~~which ~~these~~we ~~reasons.~~seek Weto ~~and~~complete our ~~directors~~initial ~~and~~business ~~officers~~combination ~~who~~may ~~knowingly~~not ~~and~~be ~~willfully~~in ~~authorized~~compliance orwith ~~permitted~~the ~~any~~provisions ~~distribution~~of tothe Sarbanes-Oxley beAct ~~paid~~regarding ~~out~~adequacy of ~~our~~its ~~share~~internal ~~premium~~controls. ~~account~~The ~~while~~development weof ~~were~~the ~~unable~~internal tocontrol ~~pay~~of ~~our~~any ~~debts~~such asentity ~~they~~to ~~fall~~achieve ~~due~~compliance in with the ~~ordinary~~Sarbanes-Oxley ~~course~~Act ofmay ~~business~~increase ~~would be~~the ~~guilty~~time ~~of an offence~~ and ~~may~~costs benecessary ~~liable~~ to acomplete ~~fine~~any ofsuch ~~up to $18,292 and to imprisonment for five years in the Cayman Islands~~acquisition.

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’ operations.28

~~While we are focused upon a combination with technology-based healthcare~~We ~~businesses~~may ~~that~~be ~~are~~deemed ~~domiciled in Israel, that carry out all or~~ a ~~substantial~~“foreign ~~portion~~person” ofand ~~their~~therefore ~~activities in Israel, or that have some other significant Israeli connection, we nevertheless~~ may ~~pursue acquisition opportunities in any one of numerous industries or geographic locations. We are~~ not, ~~however,~~be ~~under~~able ~~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~~because besuch ~~affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially~~transaction ~~unstable business or an entity lacking an established record of sales or earnings, we~~ may be ~~affected~~subject byto ~~the~~regulatory ~~risks~~review ~~inherent in the business~~ and ~~operations~~approval ~~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~~requirements, weincluding ~~cannot~~pursuant ~~assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time~~ to ~~complete~~foreign ~~due~~investment ~~diligence.~~regulations ~~Furthermore, some of these risks may be outside of our control~~ and ~~leave us~~review ~~with~~by ~~no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you~~governmental ~~that~~entities ~~an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if~~ such ~~opportunity were~~as ~~available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following~~ the ~~business combination~~Committee ~~could~~on ~~suffer~~Foreign aInvestment ~~reduction~~ in the ~~value~~United 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 themStates, or ifmay ~~they~~be ~~are~~ultimately 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 omissionprohibited.

~~Although~~Our successor wesponsor, ~~have~~ARWM ~~identified~~Inc ~~general~~Pte. ~~criteria~~Ltd, ~~and~~is ~~guidelines~~controlled ~~that we~~by ~~believe~~non-U.S. ~~are~~persons. ~~important~~We inmay ~~evaluating~~pursue ~~prospective~~a business combination target ~~businesses~~in any business or industry and across any geographical region, weincluding in the United States. Certain transactions in the United States are subject to specific rules or regulations that may ~~enter~~limit, ~~into~~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 ~~that~~to ~~does~~regulatory ~~not~~review ~~meet~~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 ~~criteria~~filings, and ~~guidelines,~~to self-initiate national security reviews of foreign direct and indirect asinvestments ain ~~result~~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 ~~target~~power ~~business~~to ~~with~~impose ~~which~~restrictions weon ~~enter~~the ~~into~~investment ~~our~~or ~~initial~~recommend ~~business~~that ~~combination~~the President ~~may~~of ~~not~~the ~~have~~United ~~attributes~~States ~~entirely~~prohibit ~~consistent~~it ~~with~~or ~~our~~order ~~general~~divestment. ~~criteria~~Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and ~~guidelines~~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.

~~Although we have identified general criteria and guidelines for evaluating~~As ~~prospective target businesses~~such, ita isbusiness ~~possible~~combination ~~that~~with a ~~target~~U.S. business ~~with~~or ~~which~~foreign webusiness ~~enter~~with ~~into~~U.S. ~~our~~operations ~~initial~~that ~~business~~we ~~combination~~may ~~will~~wish ~~not have~~to ~~all~~pursue ofmay ~~these~~be ~~positive~~subject to ~~attributes~~CFIUS review. If wea ~~complete~~particular ~~our~~proposed ~~initial~~ business combination with a ~~target~~U.S. ~~that~~business ~~does~~falls ~~not~~within ~~meet~~CFIUS’s ~~some or all of these guidelines~~jurisdiction, ~~such~~we ~~combination~~ may ~~not~~determine that bewe asare ~~successful~~required asto make a ~~combination~~mandatory ~~with~~filing aor ~~business~~ that ~~does~~we ~~meet~~will ~~all~~submit ofto ~~our~~CFIUS ~~general~~review ~~criteria and~~on ~~guidelines.~~a Involuntary ~~addition~~basis, ifor weto ~~announce~~proceed awith ~~prospective~~the ~~business~~transaction without ~~combination~~submitting ~~with~~to aCFIUS ~~target~~and ~~that~~risk ~~does~~CFIUS ~~not~~intervention, ~~meet~~before ~~our~~or ~~general~~after ~~criteria~~closing ~~and guidelines,~~the atransaction. ~~greater~~CFIUS ~~number~~may ofdecide ~~shareholders~~to ~~may~~delay ~~exercise~~or ~~their~~recommend that ~~redemption~~the ~~rights,~~President ~~which~~of ~~may~~the ~~make~~United itStates ~~difficult~~block ~~for~~our usproposed toinitial ~~meet~~business ~~any~~combination, ~~closing condition~~require conditions with arespect ~~target~~to such initial business ~~that~~combination ~~requires~~or usrecommend tothat ~~have~~the aPresident ~~minimum~~of ~~net~~the ~~worth~~United orStates aorder ~~certain~~us ~~amount~~to ofdivest ~~cash.~~all Inor ~~addition,~~a ifportion ~~shareholder approval~~ of the ~~transaction~~U.S. istarget ~~required~~business of byour ~~law,~~business orcombination that we ~~decide~~acquired towithout ~~obtain~~first ~~shareholder~~obtaining CFIUS approval, ~~for~~which ~~business~~may orlimit ~~other~~the ~~legal~~attractiveness ~~reasons~~of, itor ~~may~~delay beor ~~more~~prevent ~~difficult for~~ us tofrom ~~attain~~pursuing, ~~shareholder~~certain ~~approval~~target ofcompanies ~~our~~that ~~initial~~we ~~business~~believe ~~combination~~would ifotherwise ~~the~~be ~~target~~beneficial ~~business~~to ~~does~~us ~~not~~and ~~meet~~ our ~~general criteria and guidelines~~shareholders. IfIn ~~we are unable to complete our initial business combination~~addition, certain ~~our~~types ~~public~~of ~~shareholders~~U.S. businesses may ~~receive~~be ~~only~~subject ~~approximately $10.20~~to ~~per~~rules ~~share~~or onregulations ~~the~~that ~~liquidation~~limit ofor ~~our~~impose ~~trust~~requirements ~~account~~with ~~and~~respect ~~our~~to ~~warrants~~foreign ~~will expire worthless~~ownership.

27If 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.

WeThe process ~~are~~of ~~not~~government ~~required~~review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited amount time left to complete our business combination, our failure to obtain anany ~~opinion~~required ~~from~~approvals anwithin ~~independent~~the requisite time period may require us to liquidate. ~~investment~~If ~~banking~~we ~~firm~~are orunable ~~from~~to ~~another~~consummate ~~independent~~our ~~entity~~initial ~~that~~business ~~commonly~~combination ~~renders~~within ~~valuation~~the ~~opinions~~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 ~~consequently~~as promptly as reasonably possible following such redemption, ~~you~~subject ~~may~~to ~~have~~the noapproval of our remaining ~~assurance~~shareholders and our Board, liquidate and dissolve, subject in each case to our obligations under Cayman law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment ~~independent~~in ~~source~~a ~~that~~target company and the chance of realizing future gains through any price weappreciation ~~are~~in ~~paying~~the ~~for~~combined company. Additionally, our warrants will become worthless. As a result, the ~~business~~pool isof ~~fair~~potential totargets ~~our~~with ~~company~~which ~~from~~we could complete a ~~financial~~business ~~point~~combination may be limited and we may be adversely affected in terms of ~~view~~competing with other SPACs which do not have similar ties to non-U.S. persons.

Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm, or from another independent entity that commonly renders valuation opinions, that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.29

WeResources could ~~may only~~ be ~~able~~wasted toin ~~complete~~researching ~~one~~acquisitions ~~business~~that ~~combination~~are ~~with the~~not ~~proceeds~~completed, ~~from~~which ~~our~~could ~~initial~~materially ~~public~~adversely ~~offering~~affect ~~and~~subsequent ~~the~~attempts ~~sale~~to oflocate and ~~the~~acquire ~~private~~or ~~warrants,~~merge ~~along~~ with ~~funding~~another ~~from~~business. ~~our~~If ~~sponsor,~~we ~~which~~are ~~will~~unable ~~cause us~~ to becomplete ~~solely~~our ~~dependent~~initial onbusiness acombination, ~~single~~our ~~business~~public ~~which~~shareholders may receive ~~have~~only aapproximately ~~limited~~$11.12 ~~number~~per ofshare, ~~products~~ or ~~services,~~less orthan ~~product~~such ~~candidates.~~amount ~~This~~in ~~lack of~~certain ~~diversification~~circumstances, ~~may~~on ~~negatively~~the ~~impact~~liquidation of our ~~operations~~trust account and ~~profitability~~our warrants will expire worthless.

The investigation ~~net~~of ~~proceeds~~each ~~from~~specific ~~our~~target ~~initial~~business ~~public offering~~ and the ~~sale~~negotiation, drafting and execution of ~~the private~~relevant ~~warrants~~agreements, ~~which~~disclosure ~~was~~documents and ~~initially~~other ~~$130,142,000,~~instruments ~~along~~requires ~~with~~substantial ~~the~~management ~~$450,000~~time ~~loan~~and ~~that~~attention weand ~~received~~substantial ~~from~~costs ~~our~~for ~~sponsor~~accountants, attorneys and ~~its~~others. If ~~three~~we ~~primary limited~~decide ~~partners,~~not ~~may~~to becomplete ~~reduced~~a ~~significantly~~specific ~~due~~initial tobusiness ~~redemptions~~combination, bythe ~~our~~costs ~~public~~incurred ~~shareholders~~up into ~~connection~~that ~~with~~point for the ~~extension~~proposed ~~meeting~~transaction ~~and~~likely awould ~~meeting~~not be recoverable. Furthermore, if we reach an agreement relating to ~~approve~~a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. InAny ~~addition,~~such weevent will ~~need~~result in a loss to us ~~pay~~of the related ~~fees~~costs incurred which could materially adversely affect subsequent attempts to locate and ~~expenses~~acquire ~~(which~~or ~~fees~~merge ~~will~~with another ~~include~~business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $~~4,427,500~~11.12 per ~~for~~share on the ~~payment~~liquidation of aour ~~deferred~~trust ~~underwriting~~account ~~fee~~and toour ~~Oppenheimer~~warrants ~~and~~will ~~Moelis)~~expire worthless. See “- If third parties bring claims against us, the proceeds held in ~~connection~~the ~~with~~trust account could be reduced and the ~~completion~~per-share redemption amount received by shareholders may ofbe ~~our~~less ~~business~~than ~~combination~~$11.12 per share” and other risk factors.

~~We may effectuate our initial business combination with a single target~~Our ~~business~~internal orcomputer ~~multiple~~systems, ~~target businesses simultaneously~~ or ~~within~~those aof ~~short~~our ~~period~~third-party ofcontractors ~~time.~~or ~~However~~consultants, we may ~~not~~fail beor ~~able~~suffer tosecurity ~~effectuate our initial business combination with more than one target business because of various factors~~breaches, ~~including~~which ~~the existence of complex accounting~~could ~~issues~~result ~~and~~in 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~~material ~~basis.~~disruption ~~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, we would not be able to diversify~~ our operations orand ~~benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several~~ business ~~combinations~~combination ~~in different industries or different areas of a single industry~~plans.

~~Accordingly~~In the ordinary course of our business, we collect, store and transmit confidential information. Despite the ~~prospects~~implementation ~~for~~of security measures, our ~~success~~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.

●Risks Relating ~~solely~~to ~~dependent upon~~ the ~~performance~~Post-Business ofCombination ~~a single business, property or asset; or~~Company

●If we ~~dependent~~effect ~~upon~~a ~~the~~business ~~development~~combination orwith ~~market~~a ~~acceptance~~company oflocated in a ~~single~~foreign orjurisdiction, ~~limited~~we ~~number~~would be subject to a variety of ~~products,~~additional ~~processes,~~risks that ~~services~~may ornegatively ~~potential~~impact ~~products~~our operations.

~~This~~If we ~~lack~~pursue a target company with operations or opportunities outside of ~~diversification~~the ~~may~~United ~~subject~~States usfor toour ~~numerous~~initial ~~economic~~business combination, ~~competitive~~we may ~~and~~face ~~regulatory~~additional ~~risks,~~burdens ~~any~~in orconnection ~~all~~with ofinvestigating, ~~which~~agreeing ~~may~~to ~~have~~and acompleting ~~substantial~~such ~~adverse~~initial ~~impact~~business ~~upon~~combination, ~~the~~and ~~particular~~if ~~industry~~we ineffect such ~~which~~initial business combination, we ~~may~~would ~~operate~~be ~~subsequent~~ subject to ~~our~~a ~~initial~~variety ~~business~~of ~~combination~~additional risks that may negatively impact our operations.

WeFor example, ~~may~~we ~~seek~~would ~~acquisition~~be ~~opportunities~~subject ~~with~~to anrisks ~~early~~associated with cross-~~stage~~border ~~company~~business combinations, including in connection with conducting due diligence in a ~~financially~~foreign ~~unstable~~jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such a company, we would be subject to any special considerations or anrisks ~~entity~~associated ~~lacking~~with companies operating in an ~~established~~international ~~record~~setting, including any of ~~revenue~~the ~~or earnings.~~following:

To● ~~the~~costs ~~extent~~and wedifficulties ~~complete~~inherent ~~our~~in ~~initial~~managing cross-border business ~~combination~~operations; ~~with~~● ~~an early-stage~~rules ~~company,~~and aregulations ~~financially~~regarding ~~unstable~~currency ~~business~~redemption; ● complex corporate withholding taxes on individuals; ● exchange listing and/or andelisting ~~entity~~requirements; ~~lacking~~● antariffs ~~established~~and ~~record~~trade ofbarriers; ~~sales~~● regulations related to customs and import/export matters; ● local or ~~earnings,~~regional weeconomic ~~may~~policies beand ~~affected by~~market ~~numerous~~conditions; ~~risks~~● ~~inherent~~transparency issues in ~~the~~general ~~operations~~and, ofmore specifically, the ~~business~~U.S. ~~with~~Foreign ~~which~~Corrupt wePractices ~~combine~~Act, the U.K. ~~These~~Bribery ~~risks~~Act, ~~include~~and ~~investing~~other anti-corruption compliance laws and issues; ● unexpected changes in aregulatory ~~business~~requirements; ~~without a~~● ~~proven~~challenges ~~business~~in ~~model~~managing and ~~with~~staffing ~~limited~~international ~~historical~~operations; ~~financial~~● ~~data,~~longer ~~volatile~~payment ~~revenues~~cycles; or● ~~earnings~~tax issues, ~~intense~~such ~~competition~~as tax law changes and ~~difficulties~~ variations in ~~obtaining~~tax ~~and~~laws ~~retaining~~as ~~key~~compared ~~personnel.~~to ~~Although~~the ~~our~~United ~~officers~~States; ● currency fluctuations and ~~directors~~exchange ~~will~~controls; ~~endeavor~~● torates ~~evaluate~~of ~~the~~inflation; ~~risks~~● ~~inherent~~challenges in acollecting ~~particular target~~accounts ~~business,~~receivable; we● ~~may~~cultural ~~not~~and belanguage ~~able~~differences; to● ~~properly~~employment ~~ascertain~~regulations; ● underdeveloped or ~~assess~~unpredictable ~~all~~legal or regulatory systems; ● corruption; ● protection of ~~the~~intellectual ~~significant~~property; ~~risk~~● ~~factors~~social unrest, crime, strikes, riots and wecivil ~~may~~disturbances; ~~not~~● ~~have~~regime ~~adequate~~changes ~~time to~~and ~~complete~~political ~~due~~upheaval; ~~diligence.~~● ~~Furthermore,~~terrorist ~~some~~attacks ofand ~~these~~wars; ~~risks~~● ~~may~~adverse beimpacts ~~outside~~from Russia’s invasion of ~~our~~Ukraine, ~~control~~including ~~and~~increased ~~leave~~use usof ~~with~~less nocost-efficient ~~ability~~resources toand ~~control~~exacerbation orof ~~reduce the~~existing ~~chances~~international ~~that~~supply ~~those~~chain ~~risks~~back-ups; ~~will~~and ~~adversely~~● ~~impact~~deterioration aof ~~target~~political ~~business~~relations with the United States.

28We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

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.30

InIf ~~pursuing~~ our ~~acquisition~~management ~~strategy, we may seek to effectuate our~~following our initial business combination ~~with~~is aunfamiliar ~~privately~~with ~~held~~United ~~company.~~States ~~Very~~securities ~~little public information generally exists about private companies~~laws, ~~and we~~they ~~could~~may behave ~~required~~ to ~~make~~expend ~~our~~time ~~decision~~and onresources ~~whether to pursue a potential initial business combination on the basis of limited information,~~becoming ~~which~~familiar ~~may result in a business combination~~ with asuch ~~company~~laws, ~~that~~which iscould ~~not~~lead asto ~~profitable~~various asregulatory ~~we suspected, if at all~~issues.

WeFollowing doour ~~not~~initial ~~have~~business combination, aany ~~specified~~or ~~maximum~~all ~~redemption~~of ~~threshold.~~our ~~The~~management could resign from their positions as officers, and the management of the target business at ~~absence~~the time of ~~such~~the abusiness ~~redemption~~combination ~~threshold~~will remain in place. Management of the target business may ~~make~~not itbe ~~possible~~familiar ~~for~~with usUnited toStates ~~complete~~securities laws. aIf ~~business~~new ~~combination~~management is unfamiliar with ~~which~~United aStates ~~substantial~~securities ~~majority~~laws, they may have to expend time and resources becoming familiar ofwith ~~our~~such ~~shareholders~~laws. doThis ~~not~~could ~~agree~~be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

~~Our~~After ~~amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that they currently provide that in no event will we redeem~~ our ~~public~~initial ~~shares~~business ~~in an amount that would cause our net tangible assets to be less than $5~~combination,~~000,001~~ ~~either~~substantially ~~immediately~~all ~~prior to or upon completion~~ of our ~~initial~~ ~~business~~assets ~~combination (such 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~~located in ~~the agreement relating to our initial business combination. As~~ a ~~result, we~~foreign ~~may~~country beand ~~able~~substantially toall ~~complete our initial business combination even though a substantial majority~~ of our ~~public~~revenue ~~shareholders~~will dobe ~~not agree~~derived ~~with~~from ~~the~~our ~~transaction~~operations ~~and~~in ~~have~~such ~~redeemed~~country. ~~their shares or~~Accordingly, ifour weresults ~~seek shareholder approval~~ of ~~our~~operations ~~initial business combination~~ and doprospects ~~not conduct~~will ~~redemptions~~be ~~in connection with our initial business combination pursuant to the tender offer rules~~subject, ~~have entered into privately negotiated agreements~~ to ~~sell their shares to our sponsor, officers, directors, advisors, any of their affiliates. We or our sponsor may also engage~~ a ~~third-party~~significant ~~purchaser to make such purchases from shareholders who would otherwise redeem their shares~~extent, ~~in order~~ to ~~maintain~~ ~~our public float and qualify for listing our shares on Nasdaq upon consummation of our initial business combination. In~~ the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to useconomic, wepolitical ~~will~~and ~~not~~legal ~~complete the business combination or redeem any shares~~policies, ~~all~~developments ~~Class~~and Aconditions ~~ordinary~~in ~~shares submitted for redemption will be returned to~~ the ~~holders~~country ~~thereof,~~in ~~and~~which we ~~instead may search for an alternate business combination~~operate.

InThe ~~order~~economic, topolitical ~~effectuate~~and social anconditions, ~~initial~~as ~~business~~well ~~combination~~as government policies, ~~blank check~~of ~~companies~~the ~~have,~~country in ~~the~~which ~~past~~our operations are located could affect our business. Economic growth could be uneven, ~~amended~~both geographically and among various ~~provisions~~sectors of ~~their~~the ~~charters~~economy and ~~modified~~such ~~governing~~growth ~~instruments.~~may Atnot ~~the~~be ~~extension~~sustained ~~meeting,~~in the future. weIf ~~will~~in ~~seek,~~the ~~and~~future wesuch ~~may~~country’s ~~once~~economy ~~again~~experiences ~~seek~~a downturn or grows at a ~~meeting~~slower torate ~~approved~~than ~~our~~expected, ~~initial~~there ~~business~~may ~~combination,~~be toless ~~amend~~demand for ~~our~~spending ~~amended~~in ~~and~~certain ~~restated memorandum~~industries. ~~and~~A ~~articles~~decrease ofin ~~association~~demand for spending in acertain ~~manner~~industries ~~that~~could ~~will~~materially ~~make~~and itadversely ~~easier~~affect ~~for~~our ability usto find an attractive target business with which to ~~complete~~consummate our initial business combination, ~~which~~and if we effect our initial business ~~some~~combination, the ability of ~~our~~that ~~shareholders~~target ~~may~~business ~~not~~to ~~support~~become profitable.

InExchange ~~order~~rate ~~to effectuate an initial business combination, blank check~~fluctuations ~~companies have, in the recent past, amended various provisions of their charters~~ and ~~modified~~currency ~~governing~~policies ~~instruments.~~may ~~For~~diminish example, blank check companies have amended the 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~~target 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 (1) at least two-thirds (or any higher threshold specified in a companybusiness’s ~~articles of~~ability ~~association) of a company’s shareholders at a general meeting for which notice specifying the intention~~ to ~~propose~~succeed the resolution as a special resolution has been given or (2) 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 special resolutions must be 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 the appointment or removal of directors prior to our initial business combination, which require the approval of the holders of at least 90% of our ordinary shares as, being entitled to do so, vote in ~~a general meeting), or by a unanimous written resolution of all of our shareholders. At~~ the ~~extension~~international meeting, we will seek to obtain shareholder approval for amendments to our amended and restated memorandum and articles of association that will (i) provide for the extension and (ii) enable our sponsor to convert its founder shares into Class A ordinary shares at any time prior to our initial business combinationmarkets. The second of these proposed amendments is intended to ease our compliance with the Nasdaq continued listing requirements prior to our initial business combination, as the conversion of the founder shares will assist us in complying with the Nasdaq market value of listed securities standard in the event of substantial redemptions in connection with the extension meeting. We cannot assure you that following the extension meeting we will not seek to further amend our amended and restated memorandum and articles of association or governing instruments or further extend the time to consummate an initial business combination in order to effectuate our initial business combination.

29In the event we acquire a non-U.S. target, a substantial portion of revenues and income of the target business 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 affect the attractiveness of any target business or, following consummation of our initial business combination, 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 as measured in dollars will increase, which may make it less likely that we are able to consummate a transaction with that business.

~~The~~Subsequent ~~provisions~~to ofthe ~~our amended and restated memorandum and articles~~completion of ~~association that relate to~~ our ~~pre-~~initial business combination, ~~activity~~we may be ~~amended~~required ~~with~~to ~~the~~take ~~approval of holders of at least two~~write-~~thirds of~~downs ~~our~~or ~~ordinary shares that~~write-offs, ~~being~~restructuring ~~entitled~~and toimpairment door ~~so,~~other ~~attend~~charges that ~~and~~could ~~vote~~have at a ~~general~~significant ~~meeting,~~negative ~~and~~effect ~~corresponding~~on ~~provisions of the agreement governing the release of funds from~~ our ~~trust~~financial ~~account~~condition, ~~may~~results ~~be amended with the approval~~ of ~~holders~~operations ofand ~~at least 65% of~~ our ~~then~~share ~~outstanding ordinary shares who attend and vote at a general meeting~~price, which iscould ~~a lower amendment threshold than that of some other blank check companies.~~cause Ityou ~~may be easier for us, therefore,~~ to ~~amend~~lose ~~our~~some ~~amended~~or ~~and~~all ~~restated memorandum and articles~~ of ~~association~~your ~~and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support~~investment.

~~Some~~Even ~~other~~though ~~blank~~we ~~check~~conduct ~~companies~~extensive due ~~have~~diligence on a ~~provision~~potential intarget ~~their~~business ~~charter~~ with which ~~prohibits~~we ~~the~~may ~~amendment~~combine, ofwe ~~certain~~cannot ofassure ~~its~~you ~~provisions,~~that ~~including~~this ~~those~~diligence ~~which~~will ~~relate~~identify toall ~~a company’s pre-business combination~~material ~~activity,~~issues ~~without~~that ~~approval~~may bybe ~~holders~~present ofwith a ~~certain~~particular ~~percentage~~target ~~of the company’s shares. In those companies~~business, ~~amendment~~that ofit ~~these~~would ~~provisions typically~~be ~~requires~~possible ~~approval~~to byuncover ~~holders~~all ~~holding~~material ~~between~~issues ~~90%~~through ~~and~~a ~~100% of the company’s public shares. Our amended and restated memorandum~~customary ~~and~~amount ~~articles~~ of ~~association~~due ~~provide that any of their provisions~~diligence, ~~including~~or ~~those~~that ~~related~~factors tooutside ~~pre-business~~of ~~combination activity (including~~ the ~~requirement~~target tobusiness ~~deposit~~and ~~proceeds~~outside of our ~~initial~~control ~~public~~will ~~offering~~not ~~and~~later ~~the~~arise. ~~private~~As ~~placement~~a ofresult ~~units into the trust account and not release~~of ~~such~~these ~~amounts except in specified circumstances)~~factors, we may be ~~amended~~forced ifto ~~approved~~later bywrite-down ~~holders~~or ~~of at least two~~write-~~thirds~~off ~~of our ordinary shares who~~assets, ~~being~~ ~~entitled~~restructure toour ~~do so~~operations, ~~attend~~or ~~and~~incur ~~vote~~impairment ~~in a general meeting (amendments relating to the appointment~~ or ~~removal~~other ~~of directors prior to~~charges ~~our~~that ~~initial~~could ~~business~~result ~~combination~~in ~~instead require the approval of at least 90% of~~ our ~~shares~~reporting ~~voting in a general meeting)~~losses. ~~Corresponding provisions~~Even ~~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~~due ~~outstanding~~diligence ~~ordinary~~successfully ~~shares.~~identifies ~~Our~~certain ~~initial shareholders~~risks, ~~who~~unexpected ~~collectively~~risks ~~beneficially own 20% of our shares,~~ may ~~participate in~~arise ~~any vote to amend our amended~~ and ~~restated~~previously ~~memorandum~~known ~~and~~risks ~~articles~~may ofmaterialize ~~association~~in ~~(other~~a ~~than~~manner ~~any~~not ~~amendment~~consistent ~~materially~~with ~~adversely impacting~~ our ~~public~~preliminary ~~shares)~~risk ~~and/or trust agreement and will have the discretion to vote in any manner they choose~~analysis. AsEven athough ~~result,~~these wecharges may be ~~able to~~non-cash ~~amend~~items ~~the provisions of our amended~~ and ~~restated~~not ~~memorandum~~have ~~and~~an ~~articles~~immediate ofimpact ~~association~~on ~~which govern~~ our ~~pre-business~~liquidity, ~~combination~~the ~~behavior more~~fact ~~easily~~that ~~than~~we ~~some~~report ~~other~~charges ~~blank~~of ~~check companies, and~~ this ~~may~~nature ~~increase~~could ~~our~~contribute ~~ability~~ to ~~complete our initial business combination with~~ ~~which~~negative ~~you~~market doperceptions ~~not~~about ~~agree.~~us ~~However,~~or our ~~amended~~securities. ~~and~~In ~~restated~~addition, ~~memorandum~~charges ~~and articles~~ of ~~association~~this ~~prohibit~~nature ~~any~~may ~~amendment~~cause ofus ~~their~~to ~~provisions (A)~~violate ~~that~~net ~~would~~worth ~~affect our public shareholders’ ability to convert~~ or ~~sell~~other covenants ~~their shares~~ to uswhich inwe ~~connection~~may ~~with~~be asubject ~~business combination~~ as ~~described~~a ~~herein~~result ~~or to modify the substance or timing~~ of ~~the~~assuming ~~redemption~~pre-existing ~~rights~~debt ~~provided~~held toby ~~shareholders~~a astarget ~~described in this Annual Report if we do not complete our initial~~ business ~~combination within 18 months (~~or, ifby ~~the~~virtue ~~extension is approved, 24 months) from the closing date~~ of our ~~initial public offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial~~obtaining ~~business~~ post-combination ~~activity,~~debt ~~unless we provide public shareholders with the opportunity to redeem their public shares~~financing. ~~Furthermore~~Accordingly, ~~our~~ ~~sponsor,~~any ~~officers~~shareholder ~~and~~or ~~directors~~warrant ~~have~~holder ~~agreed,~~who ~~pursuant~~chooses to remain a ~~written~~shareholder ~~agreement~~or ~~with~~warrant ~~us,~~holder following ~~that~~our ~~they~~initial ~~will~~business ~~not~~combination ~~propose~~could ~~such~~suffer ana ~~amendment unless~~reduction wein ~~provide our public shareholders with~~ the ~~opportunity~~value toof ~~redeem~~ their ~~public shares~~securities. InSuch ~~certain~~shareholders ~~circumstances,~~and ~~our~~warrant ~~shareholders~~holders ~~may~~are ~~pursue~~unlikely ~~remedies~~to ~~against~~have usa remedy for ~~any~~such ~~breach~~reduction ofin ~~our amended and restated memorandum and articles of association~~value.

~~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.~~31

~~Our~~We ~~warrants~~may have ~~been issued in registered form under a warrant agreement~~limited ~~between~~ability ~~Continental~~to ~~Stock~~assess ~~Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that~~ the ~~terms~~management of ~~the warrants~~a ~~may~~prospective betarget ~~amended~~business ~~without the consent of any holder to cure any ambiguity or correct any defective provision~~and, ~~but~~as ~~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~~result, we may ~~amend~~effect ~~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~~initial tobusiness ~~amend~~combination ~~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~~target ~~amendments~~business ~~could~~whose bemanagement ~~amendments~~may ~~to,~~not ~~among~~have ~~other things, increase~~ the ~~exercise price of the warrants~~skills, ~~shorten~~qualifications ~~the exercise period~~ or ~~decrease~~ ~~the~~abilities ~~number~~to ofmanage ~~Class A ordinary shares purchasable upon exercise of~~ a ~~warrant~~public company.

30When evaluating 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 of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value.

~~Certain~~The ~~agreements~~officers ~~related~~and todirectors of an acquisition candidate may resign upon completion of our initial ~~public~~business ~~offering~~combination. ~~may~~The departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ~~amended~~ascertained ~~without~~at ~~shareholder~~this ~~approval~~time. Although we contemplate that certain members of an 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 acquisition candidate will not wish to remain in place.

~~Certain~~Our ~~agreements, including the underwriting agreement relating to our initial public offering, the investment~~ management ~~trust agreement between us and Continental Stock Transfer & Trust Company (other~~may ~~than~~not ~~provisions~~be ~~contained~~able ~~therein~~to ~~governing~~maintain ~~the~~control ~~release~~ of ~~funds~~a ~~from~~target ~~our~~business ~~trust~~after ~~account), the letter agreement among us and~~ our ~~sponsor, officers~~initial ~~and~~business ~~directors, the registration rights agreement between us and our sponsor, and the administrative and support services agreement between us and our sponsor, may be amended without shareholder approval~~combination. ~~These~~We ~~agreements~~cannot ~~contain~~provide ~~various~~assurance ~~provisions~~ that ~~our public shareholders might deem to be material. For example~~, ~~the~~upon ~~underwriting agreement related to our initial public offering contained a covenant that the~~loss ~~target company that we acquire must have a fair market value equal to at least 80%~~ of ~~the~~control ~~balance in the trust account at the time~~ of ~~signing~~ ~~the~~a ~~definitive agreement for the transaction with such~~ target business, ~~(excluding~~new ~~(i)~~management ~~the~~will ~~deferred~~possess ~~underwriting compensation to be paid to Oppenheimer and Moelis upon~~ the consummation of that transaction and (ii) 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 our board to approve any amendment to any of these agreements prior to our initial business combinationskills, itqualifications ~~may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one~~ or ~~more~~abilities ~~amendments~~necessary to ~~any~~profitably ~~such~~operate ~~agreement in connection with the consummation of~~such ~~our initial~~ business ~~combination~~. ~~Any such amendment may have an adverse effect on the value of an investment in our securities.~~

~~Because~~We wemay ~~must~~structure ~~furnish~~a business combination so that the post-transaction company in which our public shareholders ~~with~~own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% ~~financial~~or ~~statements~~more of the issued and 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 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, weour shareholders prior to the business combination may ~~lose~~collectively own a minority interest in the ~~ability~~post business combination company, depending on valuations ascribed to ~~complete~~the antarget ~~otherwise~~and ~~advantageous~~us ~~initial~~in the business combination ~~with~~transaction. ~~some~~For ~~prospective~~example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. ~~businesses~~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 transaction could own less than a majority 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.

~~The~~Risks ~~federal~~Relating ~~proxy rules require that a proxy statement with respect~~ to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our ~~tender offer documents,~~ ~~whether~~Management or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or U.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.Team

WeOur ~~are~~ability anto ~~emerging~~successfully effect ~~growth~~our ~~company~~initial ~~and~~business acombination ~~smaller~~and ~~reporting~~to ~~company within~~be ~~the~~successful ~~meaning~~thereafter ofwill ~~the Securities~~be ~~Act,~~totally ~~and~~dependent weupon ~~take~~the ~~advantage~~skills efforts of ~~certain~~our ~~exemptions~~key ~~from disclosure requirements available to emerging~~personnel, ~~growth~~some ~~companies~~of orwhom ~~smaller~~may ~~reporting~~join ~~companies,~~us ~~which~~following ~~could~~our ~~make~~initial ~~our~~business ~~securities~~combination. ~~less~~The ~~attractive~~loss toof ~~investors~~key ~~and~~personnel ~~may~~could ~~make~~negatively itimpact ~~more~~the ~~difficult~~operations toand ~~compare~~profitability of our ~~performance~~post-combination ~~with other public companies~~business.

WeOur ~~are~~ability anto ~~“emerging~~successfully effect ~~growth~~our ~~company”~~initial ~~within~~business ~~the~~combination ~~meaning of~~is ~~the Securities~~dependent ~~Act,~~upon ~~as modified by~~ the ~~JOBS~~ ~~Act,~~skills and weefforts ~~take advantage~~ of ~~certain~~our ~~exemptions~~key ~~from~~personnel. ~~various~~The ~~reporting~~role ~~requirements that~~of ~~are~~our ~~applicable~~key topersonnel ~~other~~in the ~~public~~target ~~companies that are not emerging growth companies including~~business, ~~but not limited to~~however, ~~not~~cannot ~~being~~presently ~~required to~~be ~~comply~~ascertained. ~~with~~Although ~~the~~some ~~auditor~~of ~~attestation~~our ~~requirements~~key ofpersonnel ~~Section~~may ~~404~~remain ofwith the ~~Sarbanes-Oxley~~target ~~Act, reduced disclosure obligations regarding~~business ~~executive compensation~~ in ~~our~~senior ~~periodic reports and proxy statements~~management, ~~and~~board ~~exemptions~~member ~~from~~or ~~the requirements of holding a nonbinding~~ advisory ~~vote~~ onpositions ~~executive~~following ~~compensation and shareholder approval of any golden parachute payments not previously approved. As a result,~~ our ~~shareholders do~~initial ~~not~~business ~~have access to certain information they may deem important. We could be an emerging growth company for up to five years~~combination, ~~although circumstances~~it ~~could~~is ~~cause~~likely ~~us to lose~~ that ~~status~~some ~~earlier,~~or ~~including~~all ~~if the market value~~ of ~~our ordinary shares held by non-affiliates~~ ~~exceeds~~the ~~$700~~management ~~million as~~ of the ~~end~~target ofbusiness ~~any~~will ~~second~~remain ~~quarter of a fiscal year,~~ in ~~which~~place. ~~case~~While we ~~would~~intend noto ~~longer~~closely bescrutinize anany ~~emerging~~individuals ~~growth~~we ~~company as~~engage ofafter ~~the~~our initial ~~end~~business ofcombination, ~~such~~we ~~fiscal year. We~~ cannot assure you that ~~investors~~our ~~will~~assessment ~~not~~of ~~find~~these ~~our~~individuals ~~securities~~will ~~less~~prove ~~attractive~~to ~~because~~be wecorrect. ~~rely~~These onindividuals ~~these~~may ~~exemptions,~~be ~~which~~unfamiliar ~~may~~with ~~cause~~ the ~~trading~~requirements ~~prices~~ of ~~our~~operating ~~securities~~a tocompany beregulated ~~lower~~by ~~than~~the ~~they~~SEC, ~~otherwise~~which ~~would~~could ~~be.~~cause ~~There~~us ~~may~~to ~~also~~have beto aexpend ~~less active~~time ~~trading market for our securities~~ and ~~the~~resources helping ~~trading~~them ~~prices~~become offamiliar ~~our~~with ~~securities~~such ~~may be more volatile~~requirements.

31In addition, the officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an 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 acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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.32

~~Additionally,~~Our wekey ~~are~~personnel ~~a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies~~ may ~~take advantage of certain reduced disclosure obligations,~~ ~~including,~~negotiate ~~among~~employment ~~other~~or ~~things,~~consulting ~~providing~~agreements ~~only~~with ~~two years of audited financial statements. We will remain~~ a ~~smaller~~target ~~reporting~~business ~~company until the last day of the fiscal year~~ in ~~which~~connection ~~(1)~~with ~~the~~a ~~market~~particular ~~value~~business ofcombination. ~~our~~These ~~ordinary shares held by non-affiliates exceeds $250 million as of~~agreements ~~the~~may ~~end~~provide offor ~~that~~them ~~year’s~~to ~~second~~receive ~~fiscal~~compensation ~~quarter,~~following ~~or (2)~~ our ~~annual~~initial ~~revenues~~business ~~exceeded~~combination ~~$100 million during such completed fiscal year~~ and ~~the market value of our ordinary shares held by non-affiliates exceeds $700 million~~ as ofa ~~the~~result, ~~end~~may ofcause ~~that~~them ~~year’s~~to ~~second~~have ~~fiscal~~conflicts ~~quarter. Because we take advantage~~ of ~~such~~interest ~~reduced~~in ~~disclosure~~determining ~~obligations,~~whether ita ~~may~~particular ~~also~~business ~~make~~combination ~~comparison~~is ofthe ~~our~~most ~~financial statements with other public companies difficult or impossible~~advantageous.

~~Compliance~~Our ~~obligations~~key ~~under~~personnel may be able to remain with the ~~Sarbanes-Oxley~~ ~~Act may~~company after the completion of our initial business combination only if they are able to negotiate employment ~~make~~or itconsulting ~~more~~agreements ~~difficult~~in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for ussuch individuals to ~~effectuate~~receive compensation in the form of cash payments and/or our ~~initial~~securities for services they would render to us after the completion of the business combination,. ~~require~~The ~~substantial~~personal and financial interests of such individuals may influence their motivation in identifying and ~~management~~selecting ~~resources~~a target business, subject to their fiduciary duties under Cayman Islands ~~and~~law. ~~increase~~However, we believe the ~~time~~ability ~~and~~of ~~costs~~such individuals to remain with us after the completion of ~~completing~~our aninitial ~~acquisition~~business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior 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.

~~Section~~Past ~~404~~performance of by the ~~Sarbanes-Oxley~~companies ~~Act~~in ~~requires~~which ~~that~~our wemanagement ~~evaluate~~team and ~~report~~ on our ~~system~~successor ofsponsor’s ~~internal~~members ~~controls beginning with this Annual Report on Form 10-K. We are not deemed to be a large accelerated filer or an accelerated filer,~~ and weaffiliates ~~qualify~~have asbeen aninvolved emerging growth company; therefore, we are not required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial business combination may not be ~~in compliance with the provisions of the Sarbanes-Oxley Act regarding~~indicative ~~adequacy~~ of ~~its~~future ~~internal~~performance ~~controls. The development~~ of ~~the~~an ~~internal~~investment ~~control~~in ~~of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition~~us.

WeInformation ~~may~~regarding beperformance by, ~~deemed~~or abusinesses ~~“foreign~~associated with, our management team and successor sponsor’s members and affiliates is presented for informational ~~person”~~purposes only. Past performance by our management team and ~~therefore~~successor ~~may~~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 ~~complete~~locate a suitable candidate for our initial business combination. ~~because~~You ~~such~~should ~~transaction~~not ~~may~~rely beon ~~subject~~the tohistorical ~~regulatory~~record of our management team and successor sponsor’s ~~review~~members and ~~approval~~affiliates ~~requirements~~as indicative of our future performance and you may lose all or part of your invested capital. Additionally, ~~including~~in the ~~pursuant~~course toof ~~foreign~~their ~~investment~~respective ~~regulations~~careers, members of our management team and ~~review~~our bysuccessor ~~governmental~~sponsor’s ~~entities~~members ~~such~~and asaffiliates ~~the~~have been ~~Committee~~involved onin ~~Foreign~~businesses ~~Investment~~and indeals ~~the~~that ~~United~~were ~~States~~unsuccessful. None of our officers, directors or ~~may~~the bepartners ~~ultimately~~or ~~prohibited~~affiliates of our successor sponsor have had management experience with blank check companies or special purpose acquisition corporations in the past.

~~Our~~Certain ~~sponsor,~~of ~~Cactus~~our ~~Healthcare~~officers ~~Management~~and ~~LP,~~directors ~~is controlled by non-U.S. persons. While we~~ are ~~focusing our search on technology-based healthcare businesses that are domiciled in Israel~~now, ~~that~~and ~~carry out~~ all ~~or a substantial portion~~ of ~~their~~them ~~activities in Israel, or that have some other significant Israeli connection, we~~ may ~~pursue a business combination target~~ in ~~any business or industry and across any geographical region, including in~~ the ~~United~~ ~~States.~~future ~~Certain transactions in the United States are subject to specific rules or regulations that may limit~~become, ~~prohibit,~~affiliated ~~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, orengaged ~~ultimately prohibited. For example, the Committee on Foreign Investment~~ in ~~the~~business ~~United~~activities ~~States~~similar ~~(“CFIUS”) has authority~~ to ~~review certain direct or~~those ~~indirect~~conducted ~~foreign~~by ~~investments~~us ~~in U.S. companies. Among other things~~and, ~~CFIUS is empowered to require certain foreign investors to make mandatory filings~~accordingly, tomay ~~charge~~have ~~filing~~conflicts ~~fees related to such filings, and to self-initiate national security reviews~~ of ~~foreign~~interest ~~direct and indirect investments~~ in ~~U.S.~~determining ~~companies if the parties~~ to ~~that~~which ~~investment~~entity ~~choose~~a ~~not~~particular tobusiness ~~file~~opportunity ~~voluntarily. If CFIUS determines that an investment~~should ~~threatens~~be ~~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~~presented. 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.

32Until we consummate our initial business combination, we engage in the business of identifying and combining with one or more businesses. Our officers and directors are, or may in the future become, affiliated with entities such as operating companies or investment vehicles that are engaged in making and managing investments in similar businesses.

AsOur ~~such,~~officers aand ~~business combination~~directors ~~with~~also amay ~~U.S.~~become ~~business~~aware orof ~~foreign~~ business ~~with~~opportunities ~~U.S.~~which ~~operations~~may ~~that~~be weappropriate ~~may~~for ~~wish~~presentation to ~~pursue~~us ~~may~~and bethe ~~subject~~other entities to ~~CFIUS~~which ~~review.~~they ~~If a particular~~owe ~~proposed~~certain ~~business~~fiduciary ~~combination~~or ~~with~~contractual ~~a U~~duties.S. ~~business falls within CFIUS’s jurisdiction~~Accordingly, wethey may ~~determine~~have ~~that~~conflicts weof ~~are~~interest ~~required~~in todetermining ~~make a mandatory filing or that we will submit~~ to ~~CFIUS~~which ~~review~~entity on a ~~voluntary basis, or to proceed with the transaction without submitting~~particular tobusiness ~~CFIUS~~opportunity ~~and~~should ~~risk~~be ~~CFIUS intervention, before or after closing the transaction~~presented. ~~CFIUS~~These conflicts may ~~decide~~not tobe ~~delay~~resolved orin ~~recommend that the President of the United States block~~ our ~~proposed~~favor ~~initial~~and ~~business combination, require conditions with respect to such initial business combination or recommend that the President of the United States order us to divest all or~~ a ~~portion~~potential ~~of the U.S.~~ target business ~~of our business combination that we acquired without first obtaining CFIUS approval, which~~ may ~~limit~~be ~~the attractiveness of, or delay or prevent us from pursuing,~~presented ~~certain~~to ~~target~~other ~~companies~~entities ~~that~~prior weto ~~believe~~its ~~would~~presentation ~~otherwise be beneficial~~ to us ~~and our shareholders. In addition~~, ~~certain types of U.S. businesses may be~~ subject to ~~rules~~his or ~~regulations~~her ~~that~~fiduciary ~~limit~~duties orunder ~~impose~~Cayman ~~requirements~~Islands ~~with respect to foreign ownership~~law.

IfFor ~~CFIUS~~a ~~determines~~complete ~~it has jurisdiction,~~discussion ~~CFIUS~~of ~~may~~our ~~decide~~officers’ toand ~~recommend~~directors’ abusiness ~~block~~affiliations orand ~~delay~~the ~~our~~potential ~~business~~conflicts ~~combination,~~of orinterest ~~require~~that ~~conditions~~you ~~with~~should ~~respect~~be toaware itof, ~~which may delay or~~ ~~prevent~~please ussee ~~from~~“Item ~~consummating a potential transaction~~10. ItDirectors, isExecutive ~~unclear~~Officers atand ~~this~~Corporate ~~stage~~Governance ~~whether~~– ~~our~~Conflicts ~~potential~~of ~~business~~Interest,” ~~combination~~and ~~transaction~~“Item ~~would~~13. ~~fall~~Certain ~~within~~Relationships ~~CFIUS’s jurisdiction,~~ and ifRelated soTransactions, ~~whether~~and weDirector ~~would be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS~~Independence.”

~~The~~Since ~~process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited amount time left to complete~~ our ~~business combination,~~original 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 requiredsponsor, ~~including~~successor ~~as a result of extended regulatory review~~sponsor, weand ~~will, as~~current ~~promptly as reasonably possible~~sponsor, ~~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~~other ofinitial ~~our remaining~~ shareholders ~~and~~will ~~our~~lose ~~board~~their ofentire ~~directors,~~investment ~~liquidate and dissolve, subject~~ in ~~each~~us ~~case~~if to our ~~obligations~~initial business ~~under~~combination ~~Cayman~~is ~~law~~not tocompleted ~~provide for claims of creditors and the requirements of~~ (other ~~applicable~~ ~~law.~~than Inwith ~~such~~respect ~~event, our shareholders will miss the opportunity~~ to ~~benefit from an investment in a target company and the chance of realizing future gains through~~ any ~~price~~public ~~appreciation~~shares inthey ~~the~~may ~~combined company. Additionally~~acquire), ~~our warrants will become worthless. As~~ a ~~result,~~conflict ~~the pool~~ of ~~potential~~interest ~~targets with which we could complete a business combination~~ may ~~be limited and we may be adversely affected~~arise in ~~terms~~determining ofwhether ~~competing~~a ~~with~~particular ~~other~~business ~~special~~combination ~~purpose~~target ~~acquisition~~is ~~companies~~appropriate ~~which~~for doour ~~not~~initial ~~have~~business ~~similar ties to non-U~~combination.~~S. persons.~~

~~Resources~~Immediately ~~could~~after beour ~~wasted in researching acquisitions that are~~initial ~~not~~public ~~completed~~offering, ~~which~~our ~~could~~original ~~materially~~sponsor ~~adversely~~and ~~affect~~the ~~subsequent~~other ~~attempts~~initial toshareholders ~~locate~~held ~~and~~an ~~acquire~~aggregate orof ~~merge~~3,162,500 ~~with~~Class ~~another~~B ~~business~~ordinary shares. IfOn weOctober ~~are~~24, ~~unable~~2023, toour ~~complete~~original ~~our~~sponsor ~~initial~~converted ~~business~~3,162,499 ~~combination~~of the 3,162,500 ~~our~~founders ~~public~~shares ~~shareholders~~from ~~may~~Class ~~receive~~B ~~only~~ordinary ~~approximately~~shares ~~$10.20~~into ~~per~~Class ~~share~~A ordinary shares, orleaving ~~less than~~only ~~such~~1 ~~amount~~Class inB ~~certain~~ordinary ~~circumstances,~~share onoutstanding. Simultaneously with the ~~liquidation~~closing of our ~~trust~~initial ~~account~~public ~~and~~offering, our original sponsor purchased warrants ~~will~~to ~~expire~~purchase ~~worthless~~an additional 4,866,667 Class A ordinary shares.

~~The~~On ~~investigation~~February ~~of each specific target business and the negotiation~~9, ~~drafting~~ ~~and execution of relevant agreements~~2024, ~~disclosure documents and other instruments requires substantial management time and attention and substantial costs for accountants, attorneys and others. If~~ we ~~decide not to complete a specific initial business combination, the~~entered ~~costs~~into ~~incurred up to that point for~~ the ~~proposed~~sponsor ~~transaction~~purchase ~~likely would not be recoverable. Furthermore, if we reach an~~ agreement ~~relating to~~with ~~a specific target business, we may fail to complete~~ our ~~initial~~original ~~business~~sponsor ~~combination~~and ~~for~~successor ~~any~~sponsor ~~number~~pursuant ~~of reasons including those beyond our control. Any such event will result in a loss~~ to ~~us of the related costs incurred~~ which, ~~could~~on ~~materially~~February ~~adversely~~23, ~~affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination~~2024, our ~~public~~original ~~shareholders~~sponsor ~~may~~transferred ~~receive~~to ~~only~~our ~~approximately~~successor ~~$10.20~~sponsor ~~per share on~~ the ~~liquidation~~sponsor oftransferred ~~our~~securities ~~trust~~comprising ~~account~~2,529,999 ~~and~~Class ~~our~~A ~~warrants~~ordinary ~~will expire worthless. See “— If third parties bring claims against us~~shares, ~~the~~1 ~~proceeds held in the trust account could be reduced and the per-share~~Class ~~redemption~~B ~~amount~~ordinary ~~received by shareholders may be less than $10.20 per~~ share” and ~~other~~3,893,334 ~~risk~~private ~~factors~~warrants.

~~Risks~~On ~~Relating~~April 29, 2024, a subsequent sponsor securities purchase agreement was executed between EVGI, our second sponsor, and ARWM Pte Limited (ARWM”), our current sponsor, pursuant to which, on May 16, 2024, EVGI transferred to ARWM 100% of the ~~Post-Business~~securities ~~Combination~~of the Company owned by EVGI prior to the transaction.

IfThe wefounders ~~effect~~shares awill be ~~business~~worthless ~~combination~~if ~~with~~we ado ~~company~~not ~~located~~complete ~~in Israel~~an orinitial ~~another~~business ~~foreign~~combination. ~~jurisdiction,~~The wefounders ~~would~~shares beconsist ~~subject~~of to3,162,488 aClass ~~variety~~A ofordinary ~~additional~~shares ~~risks~~and 1 ~~that~~Class ~~may~~B ~~negatively~~ordinary ~~impact our operations~~share.

IfThe wepersonal ~~pursue~~and afinancial interests ~~target~~of ~~company~~our ~~with~~sponsor ~~operations~~shareholders, oras ~~opportunities~~well inas ~~Israel or~~our ~~elsewhere~~officers ~~outside~~and ofdirectors ~~the~~may ~~United~~influence ~~States~~their ~~for~~motivation ~~our~~in ~~initial~~identifying and selecting a target business combination, wecompleting ~~may~~an ~~face~~initial ~~additional~~business ~~burdens~~combination inand ~~connection~~influencing ~~with~~the ~~investigating, agreeing~~operation toof ~~and~~the ~~completing~~business ~~such~~following the initial business combination,. ~~and~~This ifrisk wemay ~~effect~~become ~~such~~more ~~initial~~acute ~~business~~as ~~combination,~~the weend ~~would~~of bethe ~~subject to~~combination aperiod ~~variety~~nears, ofwhich ~~additional~~is ~~risks~~the ~~that~~deadline ~~may~~for ~~negatively~~the completion ~~impact~~of our ~~operations~~initial business combination.

~~For~~Since ~~example,~~our ~~we would be subject to risks associated with cross-border~~successor ~~business combinations~~sponsor, ~~including~~officers inand ~~connection~~directors, ~~with~~or ~~conducting~~any ~~due~~of ~~diligence~~their inrespective ~~a foreign jurisdiction~~affiliates, ~~having~~will ~~such~~be ~~transaction~~reimbursed ~~approved by~~for any ~~local governments~~bona-fide, ~~regulators~~documented ~~or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If~~out-of-pocket weexpenses ~~effect~~if our initial business combination ~~with~~is ~~such~~not ~~a company~~completed, wea ~~would~~conflict beof ~~subject~~interest tomay ~~any~~arise ~~special~~in ~~considerations~~determining orwhether ~~risks~~a ~~associated~~particular business ~~with~~combination ~~companies~~target ~~operating~~is inappropriate anfor ~~international~~our ~~setting,~~initial ~~including~~business ~~any of the following:~~combination.

●At ~~costs~~the closing of our initial business combination, our successor sponsor, officers and ~~difficulties~~directors, ~~inherent~~or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred in ~~managing~~connection ~~cross~~with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-~~border~~of-pocket expenses incurred in connection with activities on our behalf. In addition, our successor sponsor may seek certain indemnities from us or from the surviving entity in our initial business ~~operations;~~combination. These financial interests of our successor sponsor, officers and directors may influence their motivation in 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.

●Changes ~~rules~~in the market for directors and ~~regulations~~officers ~~regarding~~liability ~~currency~~insurance ~~redemption;~~could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

●In ~~complex~~the ~~corporate~~recent ~~withholding~~period ~~taxes~~of ontime, the ~~individuals;~~market for directors and officers liability insurance for SPACs has changed. The premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

●The ~~exchange~~increased ~~listing~~cost and/ decreased availability of directors 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 officers liability insurance or ~~delisting~~modify ~~requirements;~~its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

●In ~~tariffs~~addition, even after we were to complete an initial business combination, our directors and ~~trade~~officers ~~barriers;~~could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity will likely need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

●Risks ~~regulations~~Relating ~~related~~ to ~~customs and import/export matters;~~our Securities

●Our ~~local~~securities orhave been ~~regional~~delisted ~~economic~~from ~~policies~~Nasdaq, limiting liquidity and ~~market~~subjecting ~~conditions;~~us to additional trading restrictions. As described above –“We may not remain qualified for continued listing, or qualify for initial listing for the combined company, in each case, on the Nasdaq Stock Market, following the extension meeting or the shareholder meeting at which the approval of our initial business”, we cannot assure you that our securities will be relisted on Nasdaq post initial business combination.

●As ~~transparency~~we ~~issues~~are inno ~~general~~longer ~~and~~listed on Nasdaq, ~~more~~our ~~specifically,~~securities currently trade on a less liquid over-the-counter Umarket.S. ~~Foreign~~This ~~Corrupt~~may ~~Practices~~reduce ~~Act~~investor interest, limit the ~~U.K.~~ability of ~~Bribery~~existing ~~Act~~investors to sell or purchase securities, and ~~other~~adversely ~~anti-corruption~~affect ~~compliance~~the ~~laws~~market price and ~~issues;~~liquidity of our shares and warrants.

●The ~~unexpected~~National ~~changes~~Securities inMarkets Improvement ~~regulatory~~Act ~~requirements;~~of 1996, a federal statute, prevents or preempts states from regulating the sale of certain securities, known as “covered securities.” Previously, because our units, Class A ordinary shares and warrants were listed on Nasdaq, they qualified as covered securities under this statute.

~~● challenges in managing and staffing international operations;~~34

●However, since our securities are no longer ~~payment~~listed ~~cycles;~~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.

●Our ~~tax~~successor ~~issues,~~sponsor controls ~~such~~the asappointment ~~tax~~of ~~law~~our ~~changes~~Board until completion of our initial business combination and ~~variations~~holds a substantial interest in ~~tax~~us. ~~laws~~As a asresult, ~~compared~~it appoints all of our directors prior to ~~the~~our ~~United~~initial ~~States;~~business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.

●Our ~~currency~~successor ~~fluctuations~~sponsor owns 49.85% of our issued and ~~exchange~~outstanding ~~controls;~~ordinary shares. In addition, prior to our initial business combination, only our successor sponsor, as holder of the Class B share, has the right to vote on the appointment of and holders of a majority of our founders shares may remove a member of the Board for any reason. Neither of our sponsor shareholders nor, to our knowledge, any of our officers or directors, has any current intention to purchase additional securities, other than as disclosed in this Annual Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, 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 after market or in privately negotiated transactions, would increase their influence over these actions. Accordingly, our sponsor shareholders exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.

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

~~● challenges in collecting accounts receivable;~~If:

●(i) ~~cultural~~we ~~and~~issue ~~language~~additional ~~differences~~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,

●then ~~employment~~the ~~regulations;~~exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

●We ~~underdeveloped~~may orredeem ~~unpredictable~~your unexpired ~~legal~~warrants orprior ~~regulatory~~to ~~systems;~~their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

●We ~~corruption~~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.

~~● protection of intellectual property;~~35

●Our ~~social~~warrants ~~unrest,~~contained in ~~crime~~our units, ~~strikes~~together with our founders shares and private warrants, ~~riots~~may have an adverse effect on the market price of our Class A ordinary shares and ~~civil~~make ~~disturbances;~~it more difficult to effectuate our initial business combination.

●We ~~regime~~issued, ~~changes~~as part of the 12,650,000 units that we offered, warrants to purchase 6,325,000 Class A ordinary shares with an exercise price of $11.50 per warrant (subject to adjustment as provided herein), and, ~~political~~simultaneously ~~upheaval;~~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 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 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. 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.

34The private warrants are identical to the warrants sold as part of our initial public offering units except that, so long as they are held by our sponsor shareholders or their permitted transferees: (i) they will not be redeemable by us; (ii) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor shareholders until 30 days after the completion of our initial business combination; and (iii) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights with respect to the resale thereof.

●There ~~terrorist~~is ~~attacks~~currently a limited market for our securities, which could adversely affect the liquidity and ~~wars;~~price of our securities.

●Shareholders ~~adverse~~have ~~impacts~~limited access ~~from~~to ~~Russia’s~~information ~~invasion~~about ofprior ~~Ukraine,~~market ~~including~~history ~~increased~~on ~~use~~which to base their investment decision. The price of ~~less~~our ~~cost-efficient~~securities ~~resources~~may vary significantly due to one or more potential business combinations and ~~exacerbation~~general ofmarket ~~existing~~or ~~international~~economic ~~supply~~conditions. ~~chain~~Furthermore, ~~back-ups;~~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.

●Because ~~deterioration~~we are incorporated under the laws of ~~political~~the ~~relations~~Cayman ~~with~~Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the ~~United~~U.S. ~~States~~Federal courts may be limited.

We ~~may~~are ~~not~~an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be ~~able~~difficult for investors to ~~adequately~~effect ~~address~~service ~~these~~of ~~additional~~process ~~risks.~~within the IfUnited States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers. weOur ~~were~~corporate ~~unable~~affairs toare dogoverned soby our amended and restated memorandum and articles of association, wethe Companies Act (as the same may be ~~unable~~supplemented or amended from time to ~~complete~~time) ~~such~~and ~~initial~~the ~~business~~common ~~combination~~law of the Cayman Islands. The rights of shareholders to take action against the directors, oractions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, ifthe wedecisions ~~complete~~of ~~such~~whose ~~initial~~courts ~~business~~are ~~combination~~of persuasive authority, but are not binding on a court in the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of our ~~operations~~shareholders ~~might~~and ~~suffer~~the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, ~~either~~the Cayman Islands has a different body of ~~which~~securities ~~may~~laws ~~adversely~~as ~~impact~~compared ~~our~~to ~~business~~the United States, ~~financial~~and ~~condition~~certain states, such as Delaware, may have more fully developed and ~~results~~judicially interpreted bodies of ~~operations~~corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

IfWe ~~our~~have ~~management~~been ~~following~~advised by our Cayman ~~initial~~Islands ~~business~~legal ~~combination~~counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts isof ~~unfamiliar~~the ~~with~~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, ~~they~~so ~~may~~far ~~have~~as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to ~~expend~~pay ~~time~~the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and ~~resources~~conclusive ~~becoming~~and ~~familiar~~for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with ~~such~~a ~~laws~~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 ~~could~~is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive ~~lead~~or multiple damages may well be held to ~~various~~be ~~regulatory~~contrary ~~issues~~to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Following our initial business combination, any or all of our management could resign from their positions as officers of the Company, and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.36

~~After~~As ~~our~~a ~~initial~~result ~~business~~of ~~combination, substantially~~ all of the ~~our~~above, ~~assets~~public shareholders may behave ~~located~~more difficulty in aprotecting ~~foreign~~their ~~country~~interests ~~and~~in ~~substantially~~the ~~all~~face of ~~our~~actions ~~revenue~~taken ~~will~~by ~~be derived from our operations in such country. Accordingly~~management, ~~our results~~ members of ~~operations and prospects will be subject, to a significant extent, to~~ the ~~economic,~~Board ~~political~~or ~~and~~controlling ~~legal~~shareholders ~~policies, developments~~than ~~and~~they ~~conditions~~would inas ~~the~~public ~~country~~shareholders inof ~~which~~a weUnited ~~operate~~States company.

~~The~~Our ~~economic,~~amended ~~political~~ and ~~social~~restated memorandum ~~conditions,~~and asarticles ~~well as government policies,~~ of ~~the~~association ~~country~~provide inthat ~~which~~unless ~~our~~we ~~operations~~consent ~~are~~to ~~located~~an ~~could~~alternate ~~affect our business. Economic growth could be uneven~~forum, ~~both~~the ~~geographically and~~federal ~~among~~district ~~various~~courts ~~sectors~~ of the ~~economy~~United States ~~and~~shall ~~such growth may not~~ be ~~sustained in~~ the ~~future.~~exclusive Ifforum inof ~~the~~resolution ~~future~~of ~~such~~any ~~country’s~~claims ~~economy experiences~~arising aunder ~~downturn~~the orSecurities ~~grows at a slower rate than expected~~Act, ~~there~~which may beimpose ~~less~~additional ~~demand for spending in certain industries. A decrease~~litigation incosts ~~demand~~on ~~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 profitableshareholders.

Our amended and restated memorandum and articles of association provide that, unless we consent otherwise, the federal district courts of the United States shall be the exclusive forum for the resolution of any claims arising under the Securities Act (for the sake of clarification, this provision does not apply to causes of action arising under the Exchange ~~rate~~Act). ~~fluctuations~~While this provision of our amended and ~~currency~~restated ~~policies~~memorandum ~~may~~and ~~diminish~~articles aof ~~target~~association ~~business~~does not restrict the ability of our shareholders to bring claims under the Securities Act, nor does it affect the remedies available thereunder if such claims are successful, we recognize that it may limit shareholders’ ability to ~~succeed~~bring a claim in a judicial forum that they find favorable and may increase certain litigation costs which may discourage the ~~international~~filing ~~markets~~of claims under the Securities Act against us, our directors and our officers. However, the enforceability of similar forum provisions in other companies’ organizational documents has been challenged in legal proceedings and there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated articles of association. If a court were to find the choice of forum provision contained in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

InOur ~~the~~amended ~~event we acquire a non-U.S. target, such as an Israel-centered entity, as we are planning to do, a substantial portion of revenues~~ and ~~income of the target business may be received in a foreign currency,~~restated asarticles ~~well as a substantial portion~~ of ~~its~~association ~~expenses~~provide ~~paid~~that inunless awe ~~foreign~~consent ~~currency~~otherwise, ~~whereas its financial results will likely be recorded in U.S. dollars. As a result,~~ the ~~target~~courts ~~business’ financial results could be adversely affected by fluctuations in the value~~ of ~~local currencies relative to~~ the ~~U.S.~~Cayman ~~dollar.~~Islands ~~The~~shall ~~value~~have ofsole ~~the currency in our target region - Israel - fluctuates relative to the U.S. dollar~~ and isexclusive ~~affected by, among other things, changes in political and economic conditions. Any change in the relative value of that currency~~jurisdiction ~~against~~for ~~our~~all ~~reporting~~disputes ~~currency~~between ~~may affect the attractiveness of any target business or, following consummation of~~ our ~~initial~~company ~~business combination, our financial condition~~ and ~~results of operations. Additionally, if a currency such as the Israeli currency (the New Israeli Shekel) appreciates in value against the U.S. dollar prior to the consummation of~~ our ~~initial~~shareholders ~~business~~under ~~combination,~~ the ~~cost~~Companies ~~of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate a transaction with that business~~Act.

~~Subsequent~~Unless we consent otherwise, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in the ~~completion~~company, including but not limited to (i) any derivative action or proceeding brought on behalf of our ~~initial~~company, ~~business~~(ii) ~~combination~~any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of our company to our company or our company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Act and each shareholder shall be deemed to have irrevocably submitted to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. Without prejudice to any other rights or remedies that we may have, each shareholder shall also be ~~required~~deemed to ~~take~~have ~~write-downs~~acknowledged orand ~~write-offs~~agreed that damages alone would not be an adequate remedy for any breach of this exclusive forum provision in our memorandum and articles and that accordingly we will be entitled, ~~restructuring~~without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this provision. This exclusive forum provision is intended to apply to claims arising under Cayman Islands law and ~~impairment~~would not apply to claims brought pursuant to the Securities Act or the Exchange Act or any other ~~charges~~claim ~~that~~for ~~could~~which federal courts would have aexclusive ~~significant~~jurisdiction. ~~negative~~Such exclusive forum provision in our amended and restated memorandum and articles of association ~~effect~~will onnot relieve our ~~financial~~company ~~condition~~of its duties to comply with federal securities laws and the rules and regulations thereunder, ~~results~~and shareholders of ~~operations~~our ~~and~~company will not be deemed to have waived our ~~share~~compliance ~~price~~with these laws, ~~which~~rules ~~could~~and ~~cause~~regulations. ~~you~~This exclusive forum provision may limit a shareholder’s ability to ~~lose~~bring ~~some~~a orclaim ~~all~~in a judicial forum of ~~your~~its ~~investment~~choosing for disputes with our company or our directors or officers which may discourage lawsuits against our company, our directors, and our officers.

~~Even though we conduct extensive due diligence on a potential target business with which we may combine~~However, wethere ~~cannot~~is ~~assure you that this diligence will identify all material issues that may be present with~~uncertainty aas ~~particular~~to ~~target~~whether ~~business,~~courts ~~that it~~ would beenforce ~~possible~~the toexclusive ~~uncover~~forum ~~all~~provisions ~~material~~in ~~issues~~our ~~through~~amended aand ~~customary~~restated ~~amount~~memorandum ~~of due diligence, or that factors outside of the target business~~ and ~~outside~~articles of ~~our control will not later arise~~association. If As a ~~result~~court ofwere ~~these factors, we may be forced~~ to ~~later~~find ~~write-down~~the orchoice ~~write-off~~of ~~assets,~~forum ~~restructure~~provision ~~our~~contained ~~operations, or incur impairment or other charges that could result~~ in our ~~reporting losses.~~amended ~~Even if our due diligence successfully identifies certain risks, unexpected risks may arise~~ and ~~previously~~restated ~~known~~memorandum ~~risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items~~ and ~~not~~articles ~~have an immediate impact on our liquidity, the fact that we report charges~~ of ~~this~~association ~~nature could contribute~~ to ~~negative market perceptions about us or our~~ ~~securities.~~be Ininapplicable ~~addition, charges of this nature may cause us to violate net worth~~ or ~~other~~unenforceable ~~covenants~~in toan ~~which~~action, we may beincur ~~subject~~additional ascosts aassociated ~~result of~~with ~~assuming~~resolving ~~pre-existing~~such ~~debt~~action ~~held~~in byother ~~a target business or by virtue of our obtaining post-combination debt financing. Accordingly~~jurisdictions, ~~any~~ ~~shareholder~~which orcould ~~warrant~~materially ~~holder~~adversely ~~who~~affect ~~chooses to remain a shareholder or warrant holder following~~ our ~~initial~~ business, ~~combination~~financial ~~could~~condition ~~suffer a~~and ~~reduction~~results ~~in the value~~ of ~~their securities~~operations. ~~Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.~~

35Provisions 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.

WeOur amended and restated memorandum and articles of association contain provisions that may ~~have~~discourage ~~limited~~unsolicited ~~ability~~takeover proposals that shareholders may consider to ~~assess~~be in their best interests. These provisions include two-year director terms and the ~~management~~ability of athe ~~prospective target~~Board ~~business~~to designate the terms of and, asissue anew ~~result,~~series ~~may~~of ~~effect~~preference ~~our~~shares, ~~initial~~which ~~business~~may ~~combination~~make ~~with~~more adifficult ~~target~~the ~~business~~removal ~~whose~~of management and may ~~not~~discourage ~~have~~transactions ~~the~~that ~~skills,~~otherwise ~~qualifications~~could orinvolve ~~abilities~~payment toof ~~manage~~ a ~~public~~premium ~~company~~over prevailing market prices for our securities.

When evaluating 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 of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value.37

~~The~~After ~~officers and directors of an acquisition candidate may resign upon completion of~~ our initial business combination., ~~The~~it ~~departure~~is ofpossible that a ~~business~~majority ~~combination target’s key personnel could negatively impact the operations and profitability~~ of our ~~post-combination~~directors ~~business.~~and ~~The~~officers ~~role~~will oflive anoutside ~~acquisition~~the ~~candidate’s~~United ~~key~~States ~~personnel~~and ~~upon the~~all ~~completion~~or substantially of our ~~initial~~assets ~~business~~will ~~combination cannot~~ be ~~ascertained~~located atoutside ~~this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with~~ the ~~acquisition~~United ~~candidate~~States; ~~following our initial business combination~~therefore, itinvestors ismay ~~possible~~not ~~that~~be ~~members~~able ofto ~~the~~enforce ~~management~~federal ofsecurities anlaws ~~acquisition~~or ~~candidate~~their other ~~will~~legal ~~not wish to remain in place~~rights.

~~Our~~It ~~management~~is ~~may~~possible ~~not~~that beafter our ~~able~~initial tobusiness ~~maintain~~combination, ~~control~~a majority of aour ~~target business~~directors ~~after~~and ~~our~~officers ~~initial~~will ~~business~~reside ~~combination.~~outside Weof ~~cannot~~the ~~provide~~United ~~assurance~~States ~~that,~~and ~~upon~~all ~~loss~~or substantially all of ~~control~~our assets will be located outside of the United States. As a ~~target~~result, ~~business~~it may be difficult, ~~new~~or ~~management will~~in ~~possess~~some cases not possible, for investors in the ~~skills~~United States to enforce their legal rights, ~~qualifications~~to effect service of process upon all of our directors or ~~abilities~~officers ~~necessary~~or to ~~profitably~~enforce ~~operate~~judgments of ~~such~~United ~~business~~States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

WeAn ~~may~~investment ~~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 post-transaction company owns or acquires 50% or more of the issued and 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 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 to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the issued and outstanding capital stock, shares and/or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in auncertain ~~single person~~ or ~~group~~adverse ~~obtaining~~United aStates ~~larger~~federal ~~share~~income oftax ~~the company’s shares than we initially acquired~~consequences. ~~Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.~~

~~Risks~~An ~~Relating~~investment in our securities may result in uncertain United States federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units that we issued in our ~~Management~~initial ~~Team~~public offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary share and the one-half warrant included in each unit could be challenged by the IRS or the courts. Furthermore, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for federal income tax purposes. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

~~Our~~If ~~ability~~a toshareholder ~~successfully effect our initial business combination~~fails ~~and~~ to bereceive ~~successful~~notice ~~thereafter~~of ~~will~~our beoffer ~~totally~~to ~~dependent~~redeem ~~upon the efforts of~~ our ~~key~~public ~~personnel,~~shares ~~some~~in ofconnection ~~whom~~with ~~may~~our ~~join~~extension usmeeting ~~following~~or ~~our~~ initial business combination. ~~The~~or fails ~~loss~~to ofcomply ~~key~~with ~~personnel~~the ~~could~~procedures ~~negatively~~for ~~impact~~tendering ~~the~~its ~~operations~~shares, ~~and~~such ~~profitability~~shares ofmay ~~our~~not ~~post-combination business~~be redeemed.

~~Our~~We ~~ability~~will tocomply ~~successfully~~with ~~effect~~the ~~our initial business combination~~tender isoffer ~~dependent~~rules ~~upon~~or ~~the~~proxy ~~efforts~~rules, ofas ~~our key personnel~~applicable, ~~including~~when ~~Nachum~~conducting ~~(Homi)~~redemptions ~~Shamir,~~in ~~our~~connection ~~Chairman~~with of the ~~Board,~~extension ~~Ofer~~meeting ~~Gonen,~~and our ~~CEO,~~initial ~~and~~business ~~Stephen T~~combination. ~~Wills,~~Despite our ~~CFO.~~compliance ~~The~~with ~~role~~these ofrules, ~~our~~if ~~key~~a ~~personnel~~shareholder infails ~~the~~to ~~target~~receive ~~business,~~our ~~however,~~tender ~~cannot~~offer ~~presently~~or beproxy ~~ascertained.~~materials, ~~Although~~as ~~some~~applicable, ofsuch ~~our~~shareholder ~~key~~may ~~personnel~~not ~~may~~become ~~remain~~aware ~~with~~of the ~~target~~opportunity ~~business~~to inredeem ~~senior~~its ~~management,~~shares. ~~board~~In ~~member~~addition, orthe ~~advisory~~tender ~~positions~~offer ~~following~~documents ~~our~~or ~~initial~~proxy materials, ~~business~~as ~~combination~~applicable, itthat iswe ~~likely~~are ~~that~~distributing ~~some~~in orconnection ~~all~~with of the ~~management~~extension ofmeeting ~~the~~and ~~target~~that ~~business~~we will ~~remain~~furnish into ~~place.~~holders ~~While~~of weour ~~intend~~public toshares ~~closely~~in ~~scrutinize~~connection ~~any~~with ~~individuals we engage after~~ our initial business combination, wewill ~~cannot~~describe ~~assure~~the ~~you~~various procedures that ~~our~~must ~~assessment~~be ofcomplied ~~these individuals~~with ~~will~~in ~~prove~~order to bevalidly tender ~~correct.~~or ~~These~~redeem ~~individuals~~public ~~may~~shares. beIn ~~unfamiliar with~~ the ~~requirements~~event ofthat ~~operating~~ a ~~company~~shareholder ~~regulated~~fails byto ~~the SEC,~~comply ~~which~~with ~~could~~these ~~cause~~procedures, usits toshares ~~have~~may tonot ~~expend~~be ~~time~~redeemed. See ~~and~~“Item ~~resources~~1. ~~helping~~Business- ~~them~~Effecting ~~become~~a ~~familiar~~Business ~~with~~Combination- ~~such~~Redemption ~~requirements~~Rights.”

InThe ~~addition,~~warrants ~~the~~that ~~officers~~are part ~~and directors~~ of anthe ~~acquisition~~units ~~candidate may~~that ~~resign~~we ~~upon~~offered ~~completion~~publicly ofand ~~our~~issued ~~initial~~privately, ~~business~~together ~~combination.~~with ~~The~~our ~~departure~~grant of aregistration ~~business~~rights ~~combination~~to ~~target’s~~our ~~key~~original ~~personnel could~~sponsor ~~negatively impact the operations~~ and ~~profitability~~others, ofmay ~~our~~have ~~post-combination business. The role of~~ an ~~acquisition~~adverse ~~candidate’s~~effect ~~key personnel~~on ~~upon~~ the ~~completion~~market price of our ~~initial~~Class ~~business~~A ~~combination~~ordinary ~~cannot~~shares beand ~~ascertained~~may atmake ~~this~~it ~~time.~~more ~~Although~~difficult wefor ~~contemplate~~us ~~that~~to ~~certain~~complete ~~members of an 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 acquisition candidate will not wish to remain in place~~. ~~The loss of key personnel could negatively impact the operations and profitability of our post-combination business.~~

36We issued warrants to purchase up to 6,325,000 ordinary shares at a price of $11.50 per share (subject to adjustment as provided herein) as part of the 12,650,000 units that we sold as part of our initial public offering following the full exercise of the over-allotment option. Furthermore, simultaneously with the closing of our initial public offering, we issued to our original sponsor in a private placement an aggregate of 4,866,667 private warrants, of which 3,893,334 have been transferred to the successor sponsor as part of the sponsor alliance. Each warrant is exercisable to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as provided herein.

~~Our~~Pursuant ~~key~~to ~~personnel~~an ~~may~~agreement that ~~negotiate~~was ~~employment~~entered orinto ~~consulting~~concurrently ~~agreements~~ with athe ~~target~~issuance ~~business~~and sale of the securities in ~~connection~~our ~~with~~initial apublic ~~particular~~offering, ~~business~~our ~~combination.~~original ~~These~~sponsor, management ~~agreements~~team ~~may~~and ~~provide~~their ~~for~~permitted ~~them~~transferees, toincluding ~~receive~~the ~~compensation~~successor sponsor, can demand that we register the resale of their founders ~~following~~shares beginning at the time of our initial business combination. ~~and~~In addition, our sponsor shareholders, as athe ~~result~~holders of our private warrants, ~~may~~and ~~cause~~their ~~them~~permitted totransferees ~~have~~can ~~conflicts~~demand that we register the resale of ~~interest~~the inprivate ~~determining~~warrants, ~~whether~~or athe ~~particular~~Class A ordinary shares ~~business~~issuable ~~combination~~upon isexercise of the ~~most~~private ~~advantageous~~warrants.

~~Our~~The ~~key~~potential ~~personnel~~issuance ~~may be able to remain with the company after the~~of ~~completion~~shares ofunderlying our ~~initial~~various ~~business~~groups ~~combination~~of ~~only~~warrants, iftogether ~~they are able to negotiate employment or consulting agreements in connection~~ with the ~~business~~foregoing ~~combination.~~registration ~~Such~~rights ~~negotiations would take place simultaneously~~ with ~~the~~respect ~~negotiation~~to ofthose ~~the~~shares ~~business combination~~ and ~~could~~other ~~provide~~shares, ~~for~~will ~~such~~allow, ~~individuals~~potentially, toa ~~receive~~significant, ~~compensation~~additional innumber ~~the form~~ of ~~cash payments and/or~~ our ~~securities~~Class ~~for~~A ~~services~~ordinary ~~they~~shares ~~would render~~ to usbecome ~~after~~available ~~the~~for ~~completion~~trading ofin the public ~~business combination~~market. ~~The~~That ~~personal~~potential ~~and~~development ~~financial~~may ~~interests~~have ofan ~~such~~adverse ~~individuals~~effect ~~may~~on ~~influence~~the ~~their~~market ~~motivation in~~price ~~identifying~~of ~~and~~our ~~selecting~~Class aA ~~target~~ordinary ~~business,~~shares ~~subject~~even towithout ~~their~~there being ~~fiduciary~~actual ~~duties~~additional ~~under~~issuances ~~Cayman~~or ~~Islands law~~resales. ~~However~~In addition, ~~we believe~~ the ~~ability~~ existence of ~~such~~the ~~individuals~~registration torights ~~remain~~may ~~with~~make ~~us after the completion of~~ our initial business combination more ~~will~~costly ~~not~~or bedifficult ~~the~~to ~~determining~~conclude. ~~factor~~The inshareholders ~~our decision~~of asthe totarget ~~whether~~business ormay ~~not~~increase wethe ~~will~~equity ~~proceed~~stake ~~with~~they ~~any~~seek ~~potential~~in ~~business~~the ~~combination.~~combined entity ~~There~~or isask nofor ~~certainty,~~more ~~however,~~cash ~~that~~consideration ~~any~~to ofoffset ~~our key~~the ~~personnel~~negative ~~will~~impact ~~remain~~on ~~with us after~~ the ~~completion~~market price of our ~~initial~~Class ~~business~~A ~~combination.~~ordinary Weshares ~~cannot assure you~~ that ~~any~~is ofexpected from ~~our~~the ~~key~~potential ~~personnel will~~resale ~~remain~~of inthe ~~senior~~Class ~~management~~A orordinary ~~advisory~~shares ~~positions~~owned ~~with~~by ~~us.~~our ~~The~~sponsor ~~determination~~shareholders, asor toissuable ~~whether~~upon ~~any~~exercise of ~~our~~the ~~key~~private ~~personnel will remain with~~warrants, usor ~~will~~their berespective ~~made~~permitted attransferees. ~~the~~Those ~~time~~resales ofare ~~our~~enabled ~~initial~~by ~~business~~the ~~combination~~registration rights.

~~Past performance by the companies in which our management team and our sponsor’s members and affiliates have been involved may not be indicative of future performance of an investment in us.~~38

~~Information~~In ~~regarding performance by~~addition, orin ~~businesses~~connection with ~~associated~~the ~~with, our~~first ~~management~~extension ~~team~~meeting and ~~sponsor’s~~the ~~members~~second extension meeting, and ~~affiliates~~third isextension ~~presented~~meeting, ~~for~~our ~~informational~~original ~~purposes~~sponsor ~~only.~~entered ~~Past~~into ~~performance~~the first byNRAs ~~our~~with ~~management team~~the ~~and~~first ~~sponsor’s~~non-redeeming ~~members~~shareholders and ~~affiliates~~the issecond ~~not~~NRAs awith ~~guarantee~~second ~~either~~non-redeeming shareholders. The third (icurrent) ofsponsor entered ~~success~~into the third NRAs with ~~respect~~the third non-redeeming shareholders. Pursuant to ~~any~~the ~~business~~first ~~combination~~NRAs weand ~~may~~the second NRAs, the original sponsor ~~consummate~~agreed orto ~~(ii)~~transfer ~~that~~a wetotal ~~will~~of be299,990 ~~able~~existing founder shares to ~~locate~~the afirst ~~suitable~~non-redeeming ~~candidate~~shareholders ~~for~~and ~~our~~second non-redeeming shareholders immediately following, and subject to, consummation of an initial business combination., ~~You~~in ~~should~~exchange for their agreement not ~~rely~~to onredeem their shares. Pursuant to the ~~historical~~ ~~record~~sponsor ofpurchase ~~our~~agreement ~~management~~the ~~team~~successor ~~and~~(second) sponsor agreed to assume the original sponsor’s obligations ~~members~~to ~~and~~transfer ~~affiliates~~all assuch ~~indicative~~founder ofshares ~~our~~to ~~future~~the ~~performance~~first non-redeeming shareholders and ~~you~~second ~~may~~non-redeeming shareholders from the ~~lose~~founder ~~all~~shares orit ~~part~~purchased offrom ~~your~~the ~~invested~~original ~~capital~~sponsor. ~~Additionally,~~Pursuant into the ~~course~~subsequent ofsponsor ~~their~~purchase ~~respective~~agreement ~~careers,~~the ~~members~~third of(current) ~~our~~sponsor agreed ~~management~~to ~~team~~assume ~~and our~~the second sponsor’s ~~members~~obligations ~~and~~to ~~affiliates~~transfer ~~have~~299,990 ~~been~~founder ~~involved~~shares into ~~businesses~~the first non-redeeming shareholders and second ~~deals~~non-redeeming ~~that~~shareholders ~~were~~from ~~unsuccessful~~the founder shares it purchased from the second sponsor. ~~None~~Pursuant ofto ~~our~~the ~~officers~~third NRAs, ~~directors~~the third or(current) sponsor agreed to transfer a total of up to 275,000 existing founder shares to the ~~partners~~third ornon-redeeming ~~affiliates~~shareholders immediately following, and subject to, consummation of ~~our~~an ~~sponsor~~initial ~~have~~business ~~had~~combination, ~~management~~in ~~experience~~exchange ~~with~~for ~~blank~~their ~~check~~agreement ~~companies~~not orto ~~special~~redeem ~~purpose~~their ~~acquisition~~shares. ~~corporations~~See in“Item ~~the~~1. ~~past~~Business - Extension of our Combination Period.”

~~Certain~~We ofmay issue additional Class A ordinary shares or preference shares to complete our ~~officers~~initial ~~and~~business ~~directors~~combination ~~are~~or ~~now,~~under ~~and~~an ~~all~~employee ofincentive ~~them~~plan after completion of our initial business combination. We may inalso issue Class A ordinary shares upon the ~~future~~conversion ~~become,~~of ~~affiliated~~the ~~with~~Class ~~entities~~B ~~engaged~~ordinary inshare ~~business~~at ~~activities~~a ratio ~~similar~~greater than one-to-one ~~those~~at ~~conducted~~the bytime usof ~~and,~~our ~~accordingly,~~initial ~~may have~~business ~~conflicts~~combination as a result of ~~interest~~the anti-dilution provisions contained in our ~~determining~~amended toand ~~which~~restated ~~entity~~memorandum aand ~~particular~~articles ~~business~~of ~~opportunity~~association. ~~should~~Any besuch ~~presented~~issuances would substantially dilute the interest of our shareholders and likely present other risks.

~~Until~~Our weamended ~~consummate~~and ~~our~~restated memorandum ~~initial~~and ~~business~~articles ~~combination,~~of weassociation ~~engage~~authorizes in the ~~business~~issuance of ~~identifying~~ordinary ~~and~~shares, ~~combining~~including ~~with~~500,000,000 ~~one~~Class orA ~~more~~ordinary ~~businesses~~shares, par value $0.0001 ~~Our~~per ~~sponsor~~share, and ~~officers~~50,000,000 ~~and~~Class ~~directors~~B ordinary shares, par value $0.0001 per share, as well as 5,000,000 preference shares, par value $0.0001. As of April 15, 2025, there are 496,073,939 orand ~~may~~49,999,999 inauthorized ~~the~~but ~~future~~unissued Class A ordinary shares and Class ~~become~~B ordinary shares, ~~affiliated~~respectively, ~~with~~available ~~entities~~for ~~such~~issuance, assome ~~operating~~of ~~companies~~which orClass ~~investment~~A ~~vehicles~~ordinary ~~that~~shares are ~~engaged~~reserved infor ~~making~~issuance upon exercise of issued and ~~managing~~outstanding ~~investments~~warrants, and upon conversion of the 1 outstanding Class B ordinary share, and 5,000,000 authorized but unissued inpreference ~~similar~~shares ~~businesses~~available for issuance.

Our ~~officers~~original ~~and directors also may become aware of business opportunities~~sponsor ~~which~~paid ~~may~~a benominal ~~appropriate~~price for ~~presentation~~its toacquisition usof ~~and~~ the ~~other~~founders ~~entities~~shares. toWe ~~which~~may ~~they~~furthermore ~~owe~~issue ~~certain~~additional ~~fiduciary~~Class orA ~~contractual~~ordinary ~~duties.~~shares ~~Accordingly,~~or ~~they~~other ~~may~~securities ~~have conflicts of interest in determining~~ to ~~which~~complete ~~entity~~our ainitial ~~particular~~ business ~~opportunity~~combination ~~should~~or beunder ~~presented.~~an ~~These~~employee ~~conflicts may~~incentive ~~not~~plan beafter ~~resolved~~completion inof our ~~favor~~initial ~~and a potential target~~ business combination. ~~may~~Any besuch ~~presented~~issuances towould ~~other~~dilute ~~entities~~the ~~prior~~interest toof ~~its~~our ~~presentation~~shareholders tofurther ~~us,~~and ~~subject to~~likely ~~his~~present orother ~~her fiduciary duties under Cayman Islands law~~risks.

~~For~~Our aoriginal ~~complete~~sponsor ~~discussion of our officers’ and directors’~~acquired ~~business affiliations and~~ the ~~potential~~founders ~~conflicts~~shares ofand ~~interest~~representative ~~that you should be aware of~~shares, ~~please see “Item 10. Directors~~respectively, ~~Executive Officers~~at ~~and~~nominal ~~Corporate Governance~~prices,” ~~and~~significantly ~~“Item~~contributing ~~13.~~to ~~Certain~~the ~~Relationships~~dilution ~~and~~to ~~Related~~investors in ~~Transactions,~~our ~~and~~initial ~~Director~~public ~~Independence~~offering.”

37The authorized share capital under our amended and restated memorandum and articles of association also presents the possibility of additional, substantial dilution. Under those charter documents, we are authorized to issue up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, up to 50,000,000 Class B ordinary shares, par value $0.0001 per share, and up to 5,000,000 preference shares, par value $0.0001 per share. As of April 15, 2025, there are 496,073,939 and 49,999,999 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, some of which Class A ordinary shares are reserved for issuance upon exercise of issued and outstanding warrants, and upon conversion of the 1 outstanding Class B ordinary share. The 1 Class B ordinary share is convertible into Class A ordinary shares, initially at a one-for-one ratio, but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association.

~~Since~~We may issue a substantial number of additional Class A ordinary shares in order to complete our initial ~~shareholders~~business ~~will~~combination ~~lose~~or ~~their~~under ~~entire~~an ~~investment~~employee incentive plan inafter uscompletion ifof our initial business combination. isWe ~~not~~may ~~completed~~also ~~(other~~issue ~~than~~Class ~~with~~A ~~respect~~ordinary shares upon conversion of the 1 Class B ordinary share at a ratio greater than one-to-one ~~any~~at ~~public~~the ~~shares~~time ~~they~~of ~~may~~our ~~acquire),~~initial business combination as a ~~conflict~~ result of ~~interest~~the ~~may~~anti-dilution ~~arise~~provisions contained in ~~determining~~our ~~whether~~amended aand ~~particular~~restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, ~~target~~we ismay ~~appropriate~~not ~~for~~issue ~~our~~additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

~~Prior~~Our topotential ~~our~~target ~~initial public offering~~company, ~~our sponsor purchased an aggregate~~ ofif ~~2,875,000~~it ~~founders~~is ~~shares for an aggregate purchase price of $25,000. Prior to~~ the ~~initial~~acquirer ~~investment~~ in ~~the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. In October 2021, we effected~~ a share dividend of 0.1 shares for each share then outstanding, thereby resulting in 3,162,500 Class B ordinary shares outstanding and held by our sponsor. Simultaneously with the closing of our initial public offering, our sponsor purchased warrants to purchase an additional 4,866,667 Class A ordinary shares. Disregarding the additional Class A ordinary shares underlying those warrants (and the shares underlying warrants sold in our initial public offering as part of the units), our sponsor owns 20.0% of our issued and outstanding shares. The founders shares will be worthless if we do not complete an initial business combination. The founders shares— which are Class B ordinary shares— are identical to the Class A ordinary shares included in the units as part of our initial public offering except that until the consummation of our initial business combination transaction, only the founders shares have the right to vote on the appointment of directors. In addition, both the founders (Class B ordinary) shares and the private (Class A ordinary) warrants (and shares underlying those warrants) purchased by the sponsor concurrently with ~~the offering are subject to certain transfer restrictions (unlike public shares). Furthermore, our sponsor, officers and directors have entered into a letter agreement with~~ us, ~~pursuant~~may toissue ~~which they have agreed (A)~~ to ~~waive~~our ~~their~~shareholders ~~redemption rights with respect to their shares~~ in ~~connection with~~ the ~~completion of our initial~~ business combination ~~and (B) to waive their rights to liquidating distributions from the trust account with respect to their founders~~ shares ~~if we fail to complete our initial business combination within~~constituting 18a ~~months~~minority ~~or, if the extension is approved, 24 months, from the closing date~~ of ~~our initial public offering (although they will be entitled to liquidating distributions from~~ the ~~trust~~outstanding ~~account with respect to any public~~ shares ~~they~~of ~~hold if we fail to complete our initial business combination within~~ the ~~prescribed~~combined ~~time frame), as described herein and in our amended and restated memorandum and articles of association~~company.

The personal and financial interests of our sponsor, officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 18-month or, if the extension is approved, 24-month, deadline following the closing date of our initial public offering nears, which is the deadline for the completion of our initial business combination.39

~~Since~~The ~~our~~issuance ~~sponsor, officers and directors, or any~~ of ~~their respective~~additional ~~affiliates,~~ordinary ~~will~~shares bein ~~reimbursed for~~ any ~~bona-fide,~~of ~~documented~~the ~~out~~above-~~of-pocket~~described 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.scenarios:

At● ~~the~~may ~~closing~~significantly ofdilute our initial business combination, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the ~~reimbursement~~equity ofinterest ~~out-~~of~~-pocket~~ ~~expenses~~investors ~~incurred~~ in ~~connection with activities on~~ our ~~behalf.~~ ~~In addition, our sponsor may seek certain indemnities from us or from the surviving entity in our~~ initial ~~business~~public combination. These financial interests of our sponsor, officers and directors may influence their motivation in 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.offering;

~~Changes~~● could cause a change in ~~the~~control ~~market~~if ~~for~~a ~~directors~~substantial ~~and~~number ~~officers~~of ~~liability~~ordinary ~~insurance could~~shares ~~make~~are itissued, ~~more~~which ~~difficult~~may ~~and~~affect, ~~more~~among ~~expensive~~other ~~for~~things, usour ability to ~~negotiate~~use our net operating loss carry forwards, if any, and ~~complete~~could anresult ~~initial~~in ~~business~~the ~~combination.~~resignation or removal of our present officers and directors; and

In● ~~the~~may ~~recent~~adversely ~~period~~affect ofprevailing ~~time, the~~ market ~~for~~prices ~~directors and officers liability insurance~~ for ~~special~~our ~~purpose~~(or ~~acquisition~~the ~~companies~~target ~~has~~company’s) ~~changed.~~Class ~~The~~A ~~premiums~~ordinary ~~charged~~shares ~~for~~(or ~~such~~other ~~policies~~class ~~have generally increased and the terms~~ of ~~such~~ordinary/common ~~policies~~shares) ~~have~~and/or ~~generally become less favorable~~warrants. ~~There can be no assurance that these trends will not continue.~~

38Unlike 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.

The ~~increased~~sole ~~cost~~Class ~~and~~B ~~decreased~~ordinary share ~~availability~~will automatically convert into Class A ordinary shares on the first business day following the completion of ~~directors~~our ~~and~~initial ~~officers~~business ~~liability~~combination ~~insurance~~on ~~could~~a ~~make~~one-for-one itbasis, ~~more~~subject ~~difficult~~to ~~and~~adjustment ~~more~~as ~~expensive~~provided herein. As a result of the founder share conversion, 3,162,499 of the Class B ordinary shares comprising founders shares were converted into the same number of Class A ordinary shares In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for usClass A ordinary shares, are issued or deemed issued in excess of the amounts issued in our initial public offering and related to ~~negotiate~~the anclosing of our initial business combination., the Inratio ~~order~~at which founders shares will convert into Class A ordinary shares will be adjusted (subject to ~~obtain~~waiver by holders of a majority ~~directors~~of ~~and~~the ~~officers~~Class ~~liability~~B ~~insurance~~ordinary orshares ~~modify~~then ~~its~~in ~~coverage~~issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted abasis, ~~result~~20% of ~~becoming~~the asum of our ordinary shares issued and outstanding upon the completion of our initial public ~~company,~~offering plus the ~~post~~number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, ~~entity~~or ~~might~~to ~~need~~be issued, to ~~incur~~any ~~greater~~seller ~~expense,~~in ~~accept~~our ~~less~~initial ~~favorable~~business ~~terms~~combination and any private warrants issued to our sponsor shareholders, a partner or ~~both.~~affiliate ~~However~~of our sponsor shareholders, or any ~~failure~~of toour ~~obtain~~officers ~~adequate~~or directors. ~~and~~This is different than certain other blank check companies ~~officers~~in ~~liability~~which ~~insurance~~the ~~could~~sponsor ~~have~~shareholders will only be issued an ~~adverse~~aggregate ~~impact~~of on20% of the ~~post-business~~total ~~combination’s~~number ~~ability~~of shares to ~~attract~~be ~~and~~outstanding ~~retain~~prior ~~qualified~~to our ~~officers~~initial ~~and~~business ~~directors~~combination.

InWe ~~addition,~~may ~~even after we were to complete an initial business combination, our directors and officers could still~~ be ~~subject~~a ~~to potential liability from claims arising from conduct alleged to have occurred prior~~passive toforeign ~~the~~investment ~~initial business combination. As a result~~company, inor ~~order to protect our directors and officers, the post-business combination entity will likely need to purchase additional insurance with respect to any such claims (~~“~~run-off insurance~~PFIC,”). ~~The~~which ~~need for run-off insurance would be an added expense for the post-business combination entity and~~ could ~~interfere~~result ~~with~~in oradverse ~~frustrate~~United ~~our~~States ~~ability~~federal toincome ~~consummate an~~tax ~~initial~~consequences ~~business combination on terms favorable~~ to ~~our~~ U.S. investors.

~~Risks~~If ~~Relating~~we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined below) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our ~~Securities~~current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

~~Nasdaq~~The ~~may~~term ~~delist~~“U.S. ~~our~~Holder” means ~~securities~~a ~~from~~beneficial ~~trading~~owner onof ~~its~~units, ~~exchange~~Class A ordinary shares or warrants who or that is for United States federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which ~~could~~is ~~limit~~subject ~~investors’~~to ~~ability~~United States federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to ~~make~~exercise ~~transactions~~primary insupervision ~~our~~over ~~securities~~the administration of the trust and ~~subject~~one usor more U.S. persons have the authority to ~~additional~~control ~~trading~~all ~~restrictions~~substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.

As described above (under the risk factor titled –“We may not remain qualified for continued listing, or qualify for initial listing for the combined company, in each case, on the Nasdaq Stock Market, following the extension meeting or the shareholder meeting at which the approval of our initial business combination is sought, respectively”), we cannot assure you that our securities will continue to be listed on Nasdaq prior to, or upon, our initial business combination.40

IfBecause ~~Nasdaq~~of ~~delists~~the ~~any~~ number of ~~our~~Class ~~securities~~A ~~from~~ordinary ~~trading~~shares onreceived ~~its~~by ~~exchange and~~our weoriginal ~~are~~sponsor ~~not~~upon ~~able~~the toconversion ~~list~~of ~~such~~the ~~securities~~founder onshares, ~~another~~Nasdaq ~~national~~may ~~securities~~in ~~exchange,~~the wefuture ~~expect~~consider us ~~such~~to ~~securities~~be ~~could~~a be“controlled ~~quoted~~company” onwithin anthe ~~over-~~meaning of the~~-counter market.~~ IfNasdaq ~~this~~rules ~~were~~and, toas ~~occur~~a result, we ~~could~~may ~~face~~qualify ~~significant~~for ~~material~~exemptions ~~adverse~~from certain ~~consequences,~~corporate ~~including:~~governance requirements.

●Because of the number of Class A ordinary shares received by our original sponsor, a ~~limited~~majority ~~availability~~of which were transferred to the successor sponsor upon the conversion of ~~market~~the ~~quotations~~founder ~~for~~shares, the Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards. Disregarding the additional Class A ordinary shares underlying those warrants (and the shares underlying warrants sold in our ~~securities;~~initial public offering as part of the units), our original sponsor owns 16.11% of our issued and outstanding shares and our successor sponsor owns 45.46% at December 31, 2024. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

● ~~reduced~~we ~~liquidity~~have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq; ● we have a compensation committee of our board that is comprised entirely of independent directors with ~~respect~~a towritten ~~such~~charter ~~securities~~addressing the committee’s purpose and responsibilities; and ● director nominations be made, or recommended to the full board, by our independent directors or by a nominating committee of our board that is composed entirely of independent directors with a written charter or resolution addressing the committee’s purpose and responsibilities.

●We ado ~~determination~~not ~~that~~intend ~~our~~to ~~Class~~utilize these Aexemptions ~~ordinary~~and ~~shares~~intend ~~are~~to acomply ~~“penny~~with ~~stock”~~the ~~which~~corporate ~~will~~governance ~~require~~requirements ~~brokers~~of ~~trading~~the Nasdaq, subject to applicable phase-in ~~our~~rules. However, ~~Class~~if Awe ~~ordinary~~determine ~~shares~~in tothe ~~adhere~~future to ~~more~~utilize ~~stringent~~some ~~rules~~or all of these exemptions, ~~possibly~~you ~~resulting~~will innot ahave ~~reduced~~the ~~level~~same protections afforded to shareholders of ~~trading~~companies ~~activity~~that inare ~~the~~subject ~~secondary~~to ~~trading~~all ~~market~~of ~~for~~the ~~our~~Nasdaq ~~securities;~~corporate governance requirements.

●We amay ~~limited~~reincorporate in, ~~amount~~migrate ofto ~~news~~or merge with and ~~analyst~~into ~~coverage~~another ~~for~~entity ~~our~~as 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.

●We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in, migrate to or merge with and into another entity as surviving company in, the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a ~~decreased~~shareholder ~~ability~~or warrant holder to ~~issue~~recognize ~~additional~~taxable ~~securities~~income in the jurisdiction in which the shareholder or ~~obtain~~warrant ~~additional~~holder ~~financing~~is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the ~~future~~reincorporation.

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

39Increased regulatory scrutiny of SPAC transactions may delay or prevent our ability to complete a business combination, or increase the cost of compliance.

~~Our~~The ~~initial~~SEC ~~shareholders~~and ~~control~~other ~~the~~regulatory bodies ~~appointment~~have ofrecently ~~our~~introduced ~~board of~~new ~~directors~~rules ~~until~~specific ~~completion~~to ofSPACs ~~our~~and ~~initial~~de-SPAC ~~business~~transactions, ~~combination~~including enhanced disclosure requirements and ~~hold~~potential areclassification ~~substantial~~of ~~interest~~SPACs inas usinvestment companies. AsThese anew rules could result, ~~they~~in ~~appoint~~additional ~~all~~regulatory burdens, increase ofthe ~~our~~time ~~directors~~and ~~prior~~cost necessary to complete our initial business combination, ~~and~~or ~~may~~deter ~~exert~~potential atarget ~~substantial~~companies ~~influence~~from onentering ~~actions~~into ~~requiring~~a ~~shareholder vote,~~business ~~potentially~~combination inwith ~~a manner that you do not support~~us.

~~Our~~Litigation ~~initial shareholders own 20% of our issued~~ and ~~outstanding ordinary~~heightened shares. In addition, prior to our initial business combination, only the founders shares, all of which are held by our initial shareholders, have the right to vote on the appointment of directors (including at the upcoming extension meeting), and holders of a majority of our founders shares may remove a member of the board of directors for any reason. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, as a result of their substantial ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder ~~vote,~~activism ~~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 initial shareholders of any Class A ordinary shares, including in the ~~aftermarket~~SPAC orspace incould ~~privately~~adversely ~~negotiated~~affect ~~transactions, would increase their influence over these actions. Accordingly,~~ our ~~initial shareholders exert significant influence over actions requiring a shareholder vote at least until the completion of our initial~~ business combination efforts.

ASPACs ~~provision~~and ofde-SPAC ~~our~~transactions have ~~warrant~~increasingly ~~agreement~~been ~~may~~subject ~~make~~to itclass ~~more~~action ~~difficult~~lawsuits, shareholder demands, and heightened scrutiny from activist investors. Any such ~~for~~actions taken against us toor ~~consummate~~a anprospective ~~initial~~target could materially delay or prevent the consummation of a business combination and could result in significant legal expenses or reputational harm.

~~If:~~Additional Risk Factors for Consideration

~~(i)~~Our wedelisting ~~issue additional Class A ordinary shares or equity-linked securities~~from ~~for~~Nasdaq ~~capital~~may ~~raising~~reduce ~~purposes in connection with~~ the ~~closing~~appeal of our ~~initial~~securities to potential business combination attargets aand ~~Newly Issued Price of less than $9~~investors.~~20 per Class A ordinary share;~~

~~(ii)~~Many ~~the~~private ~~aggregate~~companies ~~gross~~view a ~~proceeds~~business ~~from~~combination ~~such~~with ~~issuances~~a ~~represent~~listed ~~more than~~SPAC ~~60%~~as ofa ~~the~~route ~~total~~to ~~equity~~a ~~proceeds,~~public ~~and~~listing ~~interest~~on ~~thereon~~a national exchange. Because we are no longer listed on Nasdaq, we ~~available~~may ~~for~~face ~~the~~difficulties ~~funding~~in ofnegotiating ~~our~~with ~~initial~~attractive ~~business~~target ~~combination~~businesses onthat ~~the~~prefer ~~date~~to partner with a listed SPAC to expedite access ofto public capital markets. In addition, the ~~completion~~delisting ofcould make our ~~initial~~securities ~~business~~less ~~combination~~attractive ~~(net~~to ofinstitutional ~~redemptions)~~investors, PIPE investors, and others, which may impair our ability to complete a successful business combination.

~~(iii)~~The delisting of our securities may increase the ~~Market~~risk ~~Value~~of isa ~~below~~“failed” ~~$9.20~~de-SPAC ~~per~~transaction ~~share,~~or force us to agree to less favorable terms with a target company.

~~then~~Delisting ~~the~~has ~~exercise~~reduced ~~price~~our leverage ofin ~~the~~negotiations ~~warrants~~with ~~will~~potential betargets, ~~adjusted~~particularly toif ~~be equal to 115% of~~ the ~~higher~~combined ofcompany ~~the~~will ~~Market~~need ~~Value~~to ~~and~~meet the ~~Newly~~initial ~~Issued~~listing ~~Price,~~requirements of ~~and~~a ~~the~~national ~~$18.00~~securities ~~per~~exchange ~~share~~in ~~redemption~~connection ~~trigger~~with ~~price~~the ~~will~~closing beof ~~adjusted (to~~a ~~the~~business ~~nearest~~combination. ~~cent)~~We tomay be ~~equal~~required to ~~180%~~accept ofless ~~the~~favorable deal ~~higher~~terms ofor ~~the~~undertake ~~Market~~additional ~~Value~~steps, ~~and~~including ~~the~~concurrent ~~Newly~~capital ~~Issued~~raises ~~Price.~~or ~~This~~corporate ~~may~~restructuring, ~~make~~to itmeet ~~more~~relisting ~~difficult~~standards, ~~for~~any usof towhich ~~consummate~~could andelay ~~initial~~or ~~business~~jeopardize ~~combination~~our ~~with~~ability ato ~~target~~complete a business combination.

WeOur ~~may~~ability ~~redeem~~to ~~your~~relist our ~~unexpired~~securities ~~warrants~~on ~~prior~~a tonational ~~their~~securities ~~exercise at~~exchange after a ~~time~~business ~~that~~combination is ~~disadvantageous~~subject to ~~you,~~significant ~~thereby~~uncertainty ~~making~~and ~~your warrants worthless~~risks.

WeThere ~~have~~can ~~the~~be ~~ability~~no toassurance that ~~redeem~~we ~~outstanding~~or ~~warrants~~the atcombined ~~any~~company ~~time~~will ~~after they~~be ~~become~~able ~~exercisable and prior~~ to ~~their~~satisfy ~~expiration, at a price of $0.01 per warrant; provided that~~ the ~~last~~initial ~~reported~~listing ~~sales~~standards ~~price~~ of ~~our~~ ~~Class~~a Anational ~~ordinary~~securities ~~shares~~exchange, ~~equals~~such ~~or exceeds $18.00 per share (~~as ~~adjusted for share sub-divisions, share capitalizations, rights issuances,~~Nasdaq ~~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~~NYSE, ~~they~~after ~~become exercisable and ending on~~ the ~~third~~consummation ~~trading day prior to the date we send the notice~~ of ~~redemption to~~our ~~the~~initial ~~warrant~~business ~~holders~~combination. If ~~and when the warrants become redeemable by us,~~ we ~~may exercise our redemption right even if we~~ are unable to ~~register~~ orrelist, ~~qualify~~investors ~~the~~may ~~underlying~~experience ~~securities for sale under all applicable state securities laws. Redemption of the outstanding warrants~~reduced ~~could~~liquidity, ~~force~~lower ~~you~~trading ~~to:~~volumes, ~~(1) exercise your warrants~~ and ~~pay the exercise price therefor at~~ a ~~time~~corresponding ~~when~~decrease itin ~~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 or its permitted transferees~~securities.

4041

~~Our~~We ~~warrants~~may ~~contained~~face ~~in our units, together with our founders~~greater ~~shares~~regulatory scrutiny and ~~private~~reputational ~~warrants,~~harm ~~may~~as ~~have~~a anresult ~~adverse effect on the market price~~ of our ~~Class~~delisting ~~A ordinary shares~~ and ~~make~~its itimpact ~~more~~on ~~difficult to effectuate~~ our ~~initial~~financial ~~business~~and ~~combination~~operational stability.

WeDelisting ~~issued,~~may asbe ~~part~~viewed ofnegatively by ~~the 12~~regulators,~~650,000~~ ~~units~~potential ~~that we offered~~targets, ~~warrants to~~or ~~purchase 6~~investors,~~325,000~~ ~~Class A ordinary shares with an exercise price of $11.50 per warrant (subject to adjustment as provided herein),~~ and, ~~simultaneously~~could ~~with~~increase the ~~closing~~likelihood of ~~our~~regulatory ~~initial~~inquiries ~~public~~or ~~offering,~~shareholder ~~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 of $11~~litigation.50 ~~per share, subject to adjustment as provided herein.~~The ~~Our~~perception ~~sponsor~~that ~~currently~~we ~~holds 3,162,500 founders shares. In addition, if our sponsor, an affiliate of our sponsor or certain of our officers and directors make any working capital loans, up to $1,500,000 of such loans~~ may be ~~converted~~less ~~into~~financially ~~warrants,~~stable ator ~~the~~operationally ~~price~~viable ofas ~~$1.50 per warrant, at the option of the lender. Such warrants would be identical to the private warrants. To the extent we issue ordinary shares to effectuate~~ a ~~business~~delisted ~~transaction,~~company ~~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~~adversely usaffect aour ~~less~~ability ~~attractive acquisition vehicle~~ to ~~a target business. 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~~a business ~~transaction.~~combination ~~Therefore,~~on ~~our~~favorable ~~warrants~~terms ~~and founders shares may make it more difficult to effectuate a business combination~~ or ~~increase~~at ~~the cost of acquiring the target business~~all.

The ~~private~~delisting warrants are identical to the warrants sold as part of our initial public offering units except that, so long as they are held by our sponsor or its permitted transferees: (1) they will not be redeemable by us; (2) they (including the ordinary shares issuable upon exercise of these warrants) may ~~not, subject to certain limited~~increase ~~exceptions, be transferred, assigned or sold by~~ our ~~sponsor~~cost ~~until 30 days after the completion~~ of ~~our~~capital ~~initial business combination;~~ and ~~(3)~~ ~~they~~limit ~~(including~~our ~~the~~ability ~~ordinary shares issuable upon exercise of these warrants) are entitled~~ to ~~registration~~attract ~~rights~~future ~~with respect to the resale thereof~~financing.

~~There~~Delisting isfrom ~~currently~~Nasdaq amay result ~~limited~~in ~~market~~higher ~~for~~borrowing ~~our~~costs ~~securities~~and reduced access to capital markets, ~~which~~as many investors and lenders have mandates restricting participation in non-exchange-listed entities. This could ~~adversely~~impair ~~affect~~our ~~the~~ability ~~liquidity~~to ~~and~~fund ~~price~~operational ofexpenses ~~our~~or ~~securities~~finance a business combination without substantial sponsor support or alternative financing arrangements on less favorable terms.

~~Shareholders~~Being ~~have~~a ~~limited access to information about prior market~~non-listed ~~history~~company ~~on which to base their investment decision. The price of our securities~~ may ~~vary~~make ~~significantly~~it ~~due to one or~~ more ~~potential~~difficult ~~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~~retain ~~your~~and ~~securities~~attract ~~unless~~key ~~a market can be established and sustained~~personnel.

~~Because~~The weloss ~~are~~of ~~incorporated~~our ~~under~~listing ~~the~~on Nasdaq ~~laws~~may ofnegatively ~~the~~affect ~~Cayman~~our ~~Islands, you~~ability ~~may~~to ~~face~~attract ~~difficulties~~and inretain ~~protecting~~experienced ~~your~~directors, ~~interests~~officers, and ~~your~~other ~~ability~~key topersonnel ~~protect~~who ~~your~~prefer ~~rights~~to be ~~through~~associated ~~the~~with Uan exchange-listed company.S. ~~Federal~~This ~~courts~~could ~~may~~impair ~~be limited.~~our ability to manage operations and execute a business combination effectively

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

41We 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. 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 ~~have~~are ~~been~~in ~~advised by our Cayman Islands legal counsel that~~ the ~~courts~~ process of ~~the~~implementing ~~Cayman~~remediation ~~Islands~~plans ~~are unlikely (i)~~ to ~~recognize~~address ~~or enforce against us judgments of courts of~~ the ~~United~~material ~~States~~weaknesses ~~predicated~~identified ~~upon~~in ~~the civil~~our ~~liability~~internal ~~provisions~~control ofover ~~the~~financial ~~federal~~reporting. ~~securities~~These ~~laws~~plans ofinclude ~~the~~hiring ~~United~~additional ~~States~~accounting orpersonnel ~~any~~and ~~state;~~implementing ~~and~~enhanced ~~(ii)~~control inprocedures. ~~original~~There ~~actions~~can ~~brought~~be inno ~~the Cayman~~assurance, ~~Islands~~however, tothat ~~impose~~these ~~liabilities~~efforts ~~against~~will usbe ~~predicated~~successful ~~upon~~or ~~the~~that ~~civil~~we ~~liability~~will ~~provisions~~be ofable ~~the~~to ~~federal~~fully ~~securities~~remediate ~~laws of~~ the ~~United~~ ~~States~~material orweaknesses ~~any~~within ~~state,~~our soexpected ~~far as the liabilities imposed by those provisions are penal in nature~~timeframe. ~~In those circumstances~~Furthermore, ~~although there~~we ismay ~~no statutory enforcement~~ in the ~~Cayman~~future ~~Islands~~identify ofadditional ~~judgments~~deficiencies ~~obtained~~ in ~~the~~our ~~United~~internal ~~States,~~control ~~the~~over ~~courts~~financial ofreporting ~~the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle~~ that amay ~~judgment~~also ofconstitute asignificant ~~competent~~deficiencies ~~foreign~~or ~~court~~material ~~imposes~~weaknesses. ~~upon~~Failure ~~the judgment debtor an obligation~~ to ~~pay~~remediate ~~the~~existing ~~sum~~material ~~for~~weaknesses ~~which~~or ~~judgment has~~to ~~been~~prevent ~~given~~new ~~provided~~ones ~~certain~~from ~~conditions~~arising ~~are~~could ~~met.~~impair ~~For~~our aability ~~foreign judgment~~ to beaccurately ~~enforced in the Cayman Islands, such judgment must be final~~ and ~~conclusive~~timely ~~and~~report ~~for~~our afinancial ~~liquidated sum~~results, ~~and~~which ~~must~~may ~~not~~result be in ~~respect~~loss of ~~taxes~~investor orconfidence aand ~~fine~~potential orlegal ~~penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud~~ or ~~obtained~~regulatory in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy)consequences. ~~A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.~~

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

~~Our~~We ~~amended~~are ~~and~~subject ~~restated~~to ~~memorandum~~changing law and ~~articles~~regulations ofregarding ~~association provide~~regulatory ~~that unless we consent to an alternate forum~~matters, ~~the~~corporate ~~federal~~governance ~~district~~and ~~courts~~public ofdisclosure ~~the~~that ~~United~~have ~~States~~increased ~~shall~~both beour ~~the~~costs ~~exclusive~~and ~~forum of~~the ~~resolution~~risk of ~~any claims arising under the Securities Act, which may impose additional litigation costs on our shareholders~~non-compliance.

~~Our~~We ~~amended~~are ~~and~~subject ~~restated~~to ~~memorandum~~rules and ~~articles~~ ofregulations ~~association~~by ~~provide~~various ~~that~~governing bodies, ~~unless~~including, wefor ~~consent otherwise~~example, the ~~federal~~SEC, ~~district~~which ~~courts~~is ofcharged ~~the~~with ~~United States shall be~~ the ~~exclusive~~protection ~~forum for the resolution~~ of ~~any~~investors ~~claims~~and ~~arising under~~ the ~~Securities Act (for the sake of clarification, this provision does not apply to causes~~oversight of ~~action~~companies ~~arising~~whose ~~under~~securities ~~the~~are ~~Exchange~~publicly ~~Act).~~traded, ~~While this provision of our amended~~ and ~~restated~~to ~~memorandum~~new and ~~articles of~~ ~~association~~evolving ~~does~~regulatory ~~not~~measures ~~restrict the ability of our shareholders to bring claims~~ under ~~the~~applicable ~~Securities~~law. ~~Act,~~Our ~~nor~~efforts ~~does it affect the remedies available thereunder if such claims are successful, we recognize that it may limit shareholders’ ability~~ to ~~bring a claim in a judicial~~comply ~~forum~~with ~~that~~new ~~they find favorable~~ and ~~may~~changing ~~increase~~laws ~~certain litigation costs which may discourage the filing of claims under the Securities Act against us, our directors~~ and ~~our~~regulations ~~officers.~~have ~~However,~~resulted ~~the enforceability of similar forum provisions~~ in ~~other companies’ organizational documents has been challenged in legal proceedings~~ and ~~there~~are islikely ~~uncertainty~~to ascontinue to ~~whether~~result ~~courts~~in, ~~would~~increased ~~enforce~~general ~~the~~and ~~exclusive forum provisions~~administrative inand ~~our~~support ~~amended~~expenses and ~~restated articles of association. If~~ a ~~court~~diversion ~~were to find the choice~~ of ~~forum~~management ~~provision~~time ~~contained in our amended~~ and ~~restated~~ ~~memorandum~~attention ~~and articles~~from ofrevenue-generating ~~association~~activities to becompliance inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operationsactivities.

42Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

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.

Unless we consent otherwise, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in the company, including but not limited to (i) any derivative action or proceeding brought on behalf of our company, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of our company to our company or our company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Act and each shareholder shall be deemed to have irrevocably submitted to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. Without prejudice to any other rights or remedies that we may have, each shareholder shall also be deemed to have acknowledged and agreed that damages alone would not be an adequate remedy for any breach of this exclusive forum provision in our memorandum and articles and that accordingly we will be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this provision. This exclusive forum provision is intended to apply to claims arising under Cayman Islands law and would not apply to claims brought pursuant to the Securities Act or the Exchange Act or any other claim for which federal courts would have exclusive jurisdiction. Such exclusive forum provision in our amended and restated memorandum and articles of association will not relieve our company of its duties to comply with federal securities laws and the rules and regulations thereunder, and shareholders of our company will not be deemed to have waived our compliance with these laws, rules and regulations. This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with our company or our directors or officers which may discourage lawsuits against our company, our directors, and our officers.

However, there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated memorandum and articles of association. If a court were to find the choice of forum provision contained in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

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.

Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include two-year director terms and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

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.

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

An investment in our securities may result in uncertain or adverse United States federal income tax consequences.

An investment in our securities may result in uncertain United States federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units that we issued in our initial public offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary share and the one-half warrant included in each unit could be challenged by the IRS or the courts. Furthermore, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for federal income tax purposes. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

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.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with the extension meeting and our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we are distributing in connection with the extension meeting and that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Item 1. Business— Effecting a Business Combination— Redemption Rights.”

The warrants that are part of the units that we offered publicly and issued privately, together with our grant of registration rights to our 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.

We issued warrants to purchase up to 6,325,000 ordinary shares at a price of $11.50 per share (subject to adjustment as provided herein) as part of the 12,650,000 units that we sold as part of our initial public offering following the full exercise of the over-allotment option. Furthermore, simultaneously with the closing of our initial public offering, we issued to our sponsor in a private placement an aggregate of 4,866,667 private warrants. Each warrant is exercisable to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at a price of $1.50 per warrant, at the option of the lender. Such warrants would be identical to the private warrants.

Pursuant to an agreement that was entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor, management team and their permitted transferees can demand that we register the resale of their founders shares beginning at the time of our initial business combination. In addition, our sponsor, as the holder of our private warrants, and its permitted transferees, can demand that we register the resale of the private warrants, or the Class A ordinary shares issuable upon exercise of the private warrants. Holders of warrants that may be issued upon conversion of working capital loans, may demand that we register the resale of those warrants, or the issuance of Class A ordinary shares upon exercise of those warrants.

The potential issuance of shares underlying our various groups of warrants, together with the foregoing registration rights with respect to those shares and other shares, will allow, potentially, a significant, additional number of our Class A ordinary shares to become available for trading in the public market. That potential development may have an adverse effect on the market price of our Class A ordinary shares even without there being actual additional issuances or resales. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. The shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected from the potential resale of the Class A ordinary shares owned by our sponsor, or issuable upon exercise of the private warrants or conversion of working capital loans or their respective permitted transferees. Those resales are enabled by the registration rights.

We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founders shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would substantially dilute the interest of our shareholders and likely present other risks.

Our amended and restated memorandum and articles of association authorizes the issuance of ordinary shares, including 500,000,000 Class A ordinary shares, par value $0.0001 per share, and 50,000,000 Class B ordinary shares, par value $0.0001 per share, as well as 5,000,000 preference shares, par value $0.0001. Following our initial public offering, there are 487,350,000 and 46,837,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amounts include (in the case of Class A ordinary shares) shares reserved for issuance upon exercise of outstanding warrants, and 5,000,000 authorized but unissued preference shares available for issuance.

Our 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.

Our sponsor acquired the founders shares and representative shares, respectively, at nominal prices, significantly contributing to the dilution to investors in our initial public offering.

The authorized share capital under our amended and restated memorandum and articles of association also presents the possibility of additional, substantial dilution. Under those charter documents, we are authorized to issue up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, up to 50,000,000 Class B ordinary shares, par value $0.0001 per share, and up to 5,000,000 preference shares, par value $0.0001 per share. Following our initial public offering, there are 487,350,000 and 46,837,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, some of which Class A ordinary shares are reserved for issuance upon exercise of issued and outstanding warrants, and upon conversion of outstanding Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our amended and restated memorandum and articles of association.

We may issue a substantial number of additional Class A ordinary share in order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.

Our potential target company, if it is the acquirer in a business combination with us, may issue to our shareholders in the business combination shares constituting a minority of the outstanding shares of the combined company.

The issuance of additional ordinary shares in any of the above-described scenarios:

● may significantly dilute the equity interest of investors in our initial public offering;

● could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

● may adversely affect prevailing market prices for our (or the target company’s) Class A ordinary shares (or other class of ordinary/common shares) and/or warrants.

Unlike certain other blank check companies, our initial shareholder will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.

The founders shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial business combination on a one-for-one basis, subject to adjustment as provided herein. At the extension meeting, we are seeking approval for a proposal that will also allow the founders shares to be converted into Class A ordinary shares prior to the consummation of our initial business combination. In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts issued in our initial public offering and related to the closing of our initial business combination, the ratio at which founders shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of our initial public offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination (net of redemptions), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination and any private warrants issued to our sponsor, a partner or affiliate of our sponsor, or any of our officers or directors. This is different than certain other blank check companies in which the initial shareholder will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our 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.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined below) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax c

Filing Compare · Cactus Acquisition Corp. 1 Ltd