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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ 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 001-40201

~~Ross~~ BPGC Acquisition Corp II. (Exact name of Registrant as specified in its Charter)

Cayman Islands	98-1578557
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

11177 Avenue ~~Pelican~~of ~~Lane~~the Americas ~~Palm~~5th ~~Beach~~Floor New York, ~~Florida~~New ~~33480~~York 10036 (Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (561) 655-2615

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	ROSS.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	ROSS	New York Stock Exchange
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	ROSS WS	New York Stock Exchange

None

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

Title of each class

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant

Class A ordinary shares, par value $0.0001 per share

Redeemable warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

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 15(d) of the 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, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting 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 the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

~~Indicate~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~Registrant~~financial isstatements aof ~~shell~~the ~~company~~registrant included ~~(as~~in ~~defined~~the infiling ~~Rule~~reflect ~~12b-2~~the correction of ~~the~~an ~~Exchange~~error ~~Act).~~to ~~YES~~previously ~~☒ NO~~issued financial statements. ☐

~~The~~Indicate by ~~aggregate~~check ~~market~~mark ~~value~~whether any of ~~the~~those ~~Registrant’s~~error ~~Class~~corrections Aare ~~ordinary~~restatements ~~shares~~that ~~outstanding,~~required ~~other~~a ~~than~~recovery ~~shares~~analysis ~~held~~of incentive-based compensation received by ~~persons~~any ~~who~~of ~~may~~the beregistrant’s ~~deemed~~executive ~~affiliates~~officers ofduring the ~~Registrant,~~ atrelevant ~~June~~recovery ~~30,~~period ~~2022,~~pursuant ~~was~~to ~~$338,790,000~~§ 240.10D-1(b). ☐

AsIndicate by ofcheck ~~April~~mark 5,whether ~~2023,~~the ~~there~~Registrant ~~were~~is ~~6,380,902 Class~~a Ashell ~~ordinary~~company ~~shares,~~(as ~~$0.0001~~defined ~~par~~in ~~value,~~Rule ~~and~~12b-2 ~~8,625,000~~of ~~Class~~the BExchange ~~ordinary shares, $0~~Act).~~0001~~ ~~par~~Yes ~~value,~~☒ ~~issued~~No ~~and outstanding.~~☐

The aggregate market value of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, at June 30, 2025, was estimated to be $1,840,606.50, based on the amount held in trust for the benefit of the holders of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant.

As of November 28, 2025, there were 4,455,614 Class A ordinary shares, $0.0001 par value, and 4,325,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
PART I		4
Item 1.	Business.	47
Item 1A.	Risk Factors	23
Item 1A	Risk Factors.	25
Item 1B.	Unresolved Staff Comments.	6564
Item 2.	Properties	65
Item 1C.	Cybersecurity	64
Item 3.	Legal Proceedings	65
Item 2.	Properties.	64
Item 4.	Mine Safety Disclosures	65
Item 3.	Legal Proceedings.	64
PART II		65
Item 4.	Mine Safety Disclosures.	64
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	65
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	65
Item 6.	[RESERVED]	66
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	66
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	75
Item 7.A.	Quantitative and Qualitative Disclosure About Market Risk.	74
Item 8.	Consolidated Financial Statements and Supplementary Data	7574
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	7574
Item 9A.	Controls and Procedures.	7574
Item 9B.	Other Information.	7675
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	7675
PART III		76
Item 10.	Directors, Executive Officers and Corporate Governance.	76
Item 11.	Executive Compensation.	8584
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	85
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	8886
Item 14.	Principal Accounting Fees and Services.	8988
PART IV		91
Item 15.	Exhibits, Financial Statement Schedules.	9189
Item 16	Form 10-K Summary	94
Item 16.	Form 10-K Summary.	90
SIGNATURES		91

Table of Contents

EXPLANATORY NOTE

BPGC Acquisition Corp. (formerly known as Ross Acquisition Corp II, the “Company”) is filing this comprehensive annual report on Form 10-K for the fiscal years ended December 31, 2023 and 2024 and the quarterly periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025 and June 30, 2025 (the “Comprehensive Form 10-K” or “Annual Report”) as part of its effort to become current in its filing obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Comprehensive Form 10-K is our first periodic filing with the Securities and Exchange Commission (“SEC”) since the filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 20, 2023. Included in this Comprehensive Form 10-K are our audited financial statements for the fiscal years ended December 31, 2023 and 2024, which have not been previously filed with the SEC. In addition, this Comprehensive From 10-K also includes select, unaudited quarterly financial information for 2024 and 2025.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual ~~annual~~Report ~~report~~ includes, and oral statements made from time to time by representatives of the Company may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, ~~investors~~readers can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “may,” “plan,” “should,” “would,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this ~~annual~~Annual ~~report~~Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other ~~Securities and Exchange Commission (“~~SEC”) filings. Forward-looking statements in this ~~annual~~Annual ~~report~~Report may include, for example, statements about:

•● our ability to complete our ~~initial~~Initial ~~business~~Business ~~combination~~Combination (as defined below) with ~~APRINOIA~~Innovative ~~Therapeutics~~Rocket Technologies, Inc. (“~~APRINOIA~~iRocket” and such Initial Business Combination, the “Proposed Business Combination”), or any other ~~initial~~Initial ~~business~~Business ~~combination~~Combination;

•● our ability to ~~select~~obtain ~~another~~approval ~~appropriate~~to ~~target~~list ~~business~~our orsecurities ~~businesses~~on ifNew weYork doStock ~~not~~Exchange ~~complete~~(the ~~our~~“NYSE”), ~~initial~~Nasdaq ~~business~~Stock ~~combination~~Market LLC (“Nasdaq”) or another national securities exchange in connection with ~~APRINOIA~~the closing of the Proposed Business Combination or any Initial Business Combination;

•● our ~~expectations~~ability ~~around~~to ~~the~~select ~~performance~~an ofappropriate ~~APRINOIA~~target business or ~~any~~businesses ~~other~~if ~~the~~we ~~prospective~~do ~~target~~not ~~business~~complete orthe ~~businesses~~Proposed Business Combination;

•● our ~~success~~expectations inaround ~~retaining~~the orperformance ~~recruiting,~~of oriRocket ~~changes required in, our officers, key employees~~ or ~~directors~~any ~~following~~other ~~our~~prospective ~~initial~~target business ~~combination~~or businesses;

•● our ~~officers~~success ~~and~~in ~~directors~~retaining ~~allocating~~or ~~their~~recruiting, ~~time~~or tochanges ~~other~~required ~~businesses~~in, ~~and~~our ~~potentially~~officers, ~~having~~key ~~conflicts~~employees ofor ~~interest~~directors ~~with~~following ~~our~~the ~~business~~Proposed orBusiness inCombination ~~approving~~or ~~our~~another ~~initial~~Initial ~~business~~Business ~~combination~~Combination;

•● our ~~potential~~officers ~~ability~~and todirectors ~~obtain~~allocating ~~additional~~their ~~financing~~time to ~~complete~~other ~~our~~businesses ~~initial~~and potentially having conflicts of interest with our business ~~combination~~or in approving our Initial Business Combination (including the Proposed Business Combination);

•● our ~~ability~~officers toand ~~consummate~~directors anengaging ~~initial~~in ~~business~~conflict ~~combination~~of ~~due~~interest totransactions ~~the~~with ~~uncertainty~~our ~~resulting from the recent COVID-19 pandemic~~Company;

•● our ~~pool~~potential ofability ~~alternative~~to ~~prospective~~obtain ~~target~~additional ~~businesses,~~financing ifto wecomplete dothe ~~not~~Proposed ~~complete~~Business ~~our~~Combination ~~initial~~or ~~business~~another ~~combination~~Initial ~~with~~Business ~~APRINOIA~~Combination;

•● ~~the~~our ability ofto ~~our~~consummate ~~officers~~the ~~and~~Proposed ~~directors~~Business toCombination ~~generate~~or aanother ~~number~~Initial ofBusiness ~~alternative~~Combination ~~potential~~due ~~business~~to ~~combination~~the ~~opportunities,~~uncertainty ifresulting wefrom dogeopolitical ~~not~~tensions ~~complete~~and ~~our~~changes ~~initial~~in ~~business~~applicable ~~combination~~law ~~with~~or ~~APRINOIA~~regulation;

•● our ~~public~~pool ~~securities’~~of ~~potential~~prospective ~~liquidity~~target ~~and~~businesses ~~trading~~if we do not complete the Proposed Business Combination with iRocket;

•● the ~~lack~~ability of our officers and directors to generate a ~~market~~number ~~for~~of ~~our~~potential ~~securities~~business combination opportunities if we do not complete the Proposed Business Combination with iRocket;

•● ~~the~~our ~~use~~public ofsecurities’ ~~proceeds~~potential ~~not~~liquidity ~~held~~and ~~in the trust account or available to us from interest income on the trust account balance~~trading;

•● the ~~trust~~lack ~~account~~of ~~not~~a ~~being~~market ~~subject~~for toour ~~claims of third parties~~securities;

• our ability to continue as a going concern;

• our financial performance.

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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 under the heading “Item 1A. Risk Factors” and those factors described under the heading “Risk Factors” in the registration statement on Form F-4 to be filed by APRINOIA Therapeutics Holdings Limited. 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.

Table of Contents

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

~~References~~● ~~in this annual report to~~ the ~~“Company,”~~Trust ~~“Ross~~Account ~~Acquisition~~not ~~Corp.~~being ~~II,”~~subject ~~“Ross,” “we,” “us,” or “our” are~~ to ~~Ross~~claims ~~Acquisition~~of ~~Corp~~third ~~II, a Cayman Islands exempted company. References to “management” or our “management team” are to our officers and directors.~~parties;

~~Item~~● 1.our ~~Business.~~ability to continue as a going concern;

~~Overview~~● our ability to remediate the material weakness in our internal controls over financial reporting;

We● ~~are~~our afinancial ~~blank check company incorporated as a Cayman Islands exempted company on January 19, 2021~~performance. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company has not commenced any operations. All activity for the period from January 19, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering to its search for an Initial Business Combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

~~Our~~The forward-looking ~~sponsor~~statements iscontained ~~Ross~~in ~~Holding~~this ~~Company~~Annual ~~LLC,~~Report aare ~~Cayman~~based ~~Islands~~on ~~limited~~our ~~liability~~current ~~company~~expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that isfuture developments affecting us will be those that we have anticipated. ~~affiliated~~These ~~with~~forward-looking ~~certain~~statements ofinvolve ~~the~~a ~~Company’s~~number ~~officers~~of ~~and~~risks, ~~directors~~uncertainties (some of which are beyond our ~~“Sponsor”~~control). Onor ~~January~~other ~~22,~~assumptions that ~~2021,~~may ~~our~~cause ~~Sponsor~~actual ~~paid~~results ~~$25,000,~~or performance to be materially different from those expressed or ~~approximately~~implied $0by these forward-looking statements.~~003~~ These ~~per~~risks ~~share~~and uncertainties include, but are not limited to, ~~cover~~those ~~certain~~factors ~~expenses~~described onunder ~~our~~the ~~behalf~~heading “Item 1A. Risk Factors” And those factors described under the heading “Risk Factors” in ~~consideration~~the ofregistration ~~8,625,000~~statement ~~Class B~~on ~~ordinary~~Form ~~shares,~~S-4 ~~par~~to ~~value~~be $0filed by iRocket Technologies, Inc.~~0001~~ (~~the~~ “~~Founder Shares~~Holdco”). Inand iRocket in connection with the ~~Initial~~Proposed ~~Public~~Business ~~Offering,~~Combination. ~~our~~Should one ~~Sponsor~~or ~~granted~~more toof ~~each~~these risks or uncertainties materialize, or should any of our ~~independent~~assumptions ~~directors~~prove aincorrect, ~~four~~actual results may vary in material respects from those projected in these forward-~~year~~looking ~~option~~statements. ~~that~~We isundertake ~~immediately~~no ~~exercisable~~obligation to ~~purchase~~update ~~15,000~~or revise any forward-looking ~~Founder~~statements, ~~Shares~~whether atas a ~~price~~result of ~~$10.00~~new ~~per~~information, ~~share~~future events or otherwise, except as may be required under applicable securities laws.

~~On March 16, 2021, we consummated the Initial Public Offering consisting of 34,500,000 units (the “Units”), including 4,500,000 additional Units to cover~~Risk ~~over-allotments,~~Factor at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, of which approximately $12.1 million was for deferred underwriting commissions. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares,” and with respect to the Class A Ordinary Shares underlying the Units, the “Public Shares”) and one-third of one redeemable warrant (the “Public Warrants”), with each whole Public Warrant exercisable for one Class A Ordinary Share at an initial exercise price of $11.50 per share.Summary

~~Simultaneously~~● ~~with~~The ~~the~~Company’s ~~closing~~securities ofhave ~~the~~been ~~Initial~~delisted ~~Public~~from ~~Offering, we consummated~~ the ~~private~~NYSE. ~~placement~~As (of the ~~“Private~~date ~~Placement”)~~ of ~~5,933,333~~this ~~Private~~Annual ~~Placement~~Report, ~~Warrants (~~the ~~“Private~~Company’s ~~Placement~~securities ~~Warrants,”~~are ~~and~~not ~~together~~quoted ~~with~~on ~~the~~an ~~Public Warrants,~~ over-the-counter ~~“Warrants”),~~market atThe aCompany ~~price~~and ofits ~~$1.50~~shareholders ~~per~~will ~~Private~~face ~~Placement Warrant~~significant, ~~with~~material ~~our~~adverse ~~Sponsor,~~consequences ~~with~~as ~~each~~a ~~Private~~result ~~Placement Warrant exercisable for one Class A Ordinary Share at an initial exercise price~~ of ~~$11.50~~the ~~per~~Company’s ~~share,~~continued ~~generating gross proceeds of $8~~delisting.~~9 million.~~

~~Upon~~● ~~the~~The ~~closing~~Company ofis ~~the~~not ~~Initial~~in ~~Public~~compliance ~~Offering~~with ~~and~~SEC ~~the~~reporting ~~Private~~requirements ~~Placement,~~under ~~$345.0~~the ~~million~~Exchange ~~($10~~Act.00 ~~per~~Our ~~unit)~~failure ofto ~~the~~prepare ~~net~~and ~~proceeds~~timely offile ~~the~~periodic ~~Initial~~reports ~~Public~~with ~~Offering and certain of~~ the ~~proceeds~~SEC oflimits ~~the~~our ~~Private~~access ~~Placement~~to ~~were placed in a Trust Account (“Trust Account”), located in~~ the ~~United~~public ~~States~~markets ~~with~~to ~~Continental~~raise ~~Stock~~debt ~~Transfer~~or &equity ~~Trust~~capital ~~Company acting as trustee,~~ and ~~has~~exposes ~~been~~us ~~invested~~to ~~only~~potential ~~in U~~liability.S. ~~“government securities”~~If ~~within~~we ~~the~~are ~~meaning~~unable ofto ~~Section~~regain ~~2(a)(16)~~and ofmaintain ~~the~~compliance ~~Investment~~with ~~Company~~SEC ~~Act~~reporting ~~of 1940~~requirements, asthere ~~amended~~will ~~(“Investment~~be ~~Company Act”), having~~ a ~~maturity~~material ofadverse ~~185~~effect ~~days~~on 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, or held as cash, as determined by us, ~~until the earlier of: (i) the completion of an Initial Business Combination~~ and ~~(ii)~~our ~~the distribution of the Trust Account as described below~~investors.

●

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner, which may adversely affect investor confidence in our company and, as a result, the value of our securities.

●

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

●

Holdco, or another post-Initial Business Combination company may be unable to list its or their respective securities on NYSE, Nasdaq or another national securities exchange either in connection with or following the closing of the Proposed Business Combination or another Initial Business Combination.

●

Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

●

Our Public Shareholders’ only opportunity to affect the investment decision regarding the Proposed Business Combination or another potential Initial Business Combination will be limited to the exercise of their right to redeem their Public Shares from us for cash.

●

If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, our Sponsor and members of our management team have agreed to vote in favor of such Initial Business Combination, regardless of how our Public Shareholders vote. As our Sponsor owns 98.2% of our ordinary shares, we will obtain shareholder approval of the Proposed Business Combination, or any other Initial Business Combination, regardless of how Public Shareholders vote.

●

The ability of our remaining Public Shareholders to redeem their shares for cash, and the completed redemptions of Public Shares in connection with the Extensions may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an Initial Business Combination with a target if we do not complete the Proposed Business Combination.

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● If we do not complete the Proposed Business Combination, our search for another Initial Business Combination, and any target business (including iRocket) with which we ultimately consummate an Initial Business Combination, may be materially adversely affected by the status of debt and equity markets.

● We may not be able to complete the Proposed Business Combination ~~Agreement~~or another Initial Business Combination by March 16, 2026, in which case, unless we obtain another extension of the deadline by which we must complete an Initial Business Combination, we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

On● ~~January~~There ~~17,~~are ~~2023,~~no ~~the~~assurances Company, entered into a Business Combination Agreement (the “Business Combination Agreement”), with APRINOIA Therapeutics Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“APRINOIA”), APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), APRINOIA Therapeutics Merger Sub 1, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub 1” and together with PubCo, the “APRINOIA Acquisition Entities”), APRINOIA Therapeutics Merger Sub 2, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of the Company (“Merger Sub 2”) and APRINOIA Therapeutics Merger Sub 3, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands and a direct wholly-owned subsidiary of the Company (“Merger Sub 3”, together with Merger Sub 1 and Merger Sub 2, the “Merger Subs”, and Merger Sub 2 and Merger Sub 3, collectively, the “SPAC Acquisition Entities”), pursuant to which, subject to its terms and conditions, the Business Combination Agreement provides that ~~(i) on~~ the ~~business~~Fourth ~~day~~Extension ~~prior to the date of the Closing, the Company~~ will ~~merge~~enable ~~with~~us and into Merger Sub 1, with Merger Sub 1 being the surviving entity (the “Initial Merger”), (ii) on the date of the Closing, Merger Sub 2 will merge with and into APRINOIA, with APRINOIA being the surviving entity (the “Second Merger”) and (iii) on the date of the Closing and immediately following the Second Merger, APRINOIA will merge with and into Merger Sub 3, with Merger Sub 3 being the surviving entity (the “Third Merger” and together with the Initial Merger and the Second Merger, the “Mergers”). As a result of the Mergers, the Company’s successor, Merger Sub 1 will continue to becomplete ~~a direct wholly-owned subsidiary of PubCo and Merger Sub 3 will be a direct wholly-owned subsidiary of Merger Sub 1, and~~ an ~~indirect~~Initial ~~wholly-owned subsidiary of PubCo (as a whole, the “Proposed~~ Business Combination”).

~~Transaction~~● ~~Consideration~~If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Public Shares or Public Warrants.

In● ~~accordance~~A ~~with~~shareholder ~~the~~will ~~terms~~not ~~and~~be ~~conditions~~entitled ~~of the Business Combination Agreement, on the business day prior~~ to ~~the~~protections ~~Initial~~normally ~~Merger:~~afforded ~~(i) the Sponsor shall automatically surrender for no consideration 3,018,750 issued and outstanding Founder Shares~~ to ~~the~~investors ~~Company and such Founder Shares shall be deemed cancelled and no longer outstanding on the books~~ of ~~the~~many ~~Company~~other ~~and~~blank ~~(ii)~~check ~~immediately following such surrender, each remaining issued and outstanding Founder Share will convert, on a one-for-one basis, into Class A Ordinary Shares~~companies.

~~Subject~~● ~~to,~~Because ~~and in accordance with~~ the ~~terms~~remaining ~~and~~net ~~conditions~~proceeds of the ~~Business Combination Agreement, at the effective time of the~~ Initial ~~Merger: (i) (a) each of our Units, each consisting of one Class A Ordinary Share and one-third of one~~ Public ~~Warrant,~~Offering ~~each whole Public Warrant exercisable for one Class A Ordinary Share, will (to the extent not already separated) be automatically severed~~ and the ~~holder~~sale ~~thereof will be deemed to hold one Class A Ordinary Share and one-third~~ of ~~one Public Warrant; then, immediately thereafter, (b) each of~~ the ~~issued~~Private ~~and~~Placement ~~outstanding~~Warrants ~~Class~~not Abeing ~~ordinary~~held ~~shares of the Company will be cancelled~~ in ~~exchange for~~ the ~~right~~Trust ofAccount ~~the~~are ~~holder thereof~~insufficient to ~~receive~~allow ~~one~~us ~~ordinary~~to ~~share,~~operate ~~par~~until ~~value~~at ~~$0.0001~~least ~~per~~March ~~share~~16, of2026, ~~PubCo~~we ~~(the~~may ~~“PubCo Ordinary Shares”); and (c) each of the Warrants of the Company will~~ be ~~assumed~~unable ~~by PubCo and converted into a warrant~~ to ~~purchase~~complete ~~one PubCo Ordinary Share at~~ the ~~same~~Proposed ~~exercise~~Business ~~price~~Combination ofor ~~$11.50~~another ~~per~~Initial ~~share~~Business asCombination, ~~the~~and ~~Warrants~~we ofhave ~~the~~depending ~~Company~~in ~~immediately prior to~~ the ~~Initial Merger~~past, ~~(ii) the issued~~ and ~~outstanding~~will ~~share~~ in the ~~capital~~future ~~of Merger Sub 1 will~~ continue ~~existing~~to ~~and~~depend, ~~constitute~~on ~~the~~loans ~~only issued~~from ~~and~~our ~~outstanding~~Sponsor, ~~share~~its inaffiliates ~~the~~or ~~capital~~members of ~~Merger~~our ~~Sub~~management 1,team ~~and~~to ~~(iii)~~fund ~~the~~our ~~issued~~search and ~~outstanding~~to ~~share~~complete in the ~~capital~~Proposed ofBusiness ~~PubCo~~Combination ~~shall~~or beanother ~~surrendered~~Initial byBusiness ~~the holder thereof to PubCo for no consideration and be cancelled by PubCo~~Combination.

~~Subject~~● ~~to,~~If ~~and~~we inare ~~accordance~~deemed ~~with~~to ~~the~~be ~~terms~~an ~~and~~investment ~~conditions~~company ofunder the ~~Business~~Investment ~~Combination~~Company ~~Agreement~~Act, onwe ~~the~~may ~~date~~be ofrequired ~~the~~to ~~Closing~~institute burdensome compliance requirements and ~~prior~~our toactivities ~~the~~may ~~Second~~be ~~Merger~~restricted, ~~each~~which ~~Convertible Note~~may ~~(as~~make ~~defined~~it ~~below)~~difficult ~~will~~for ~~convert~~us ~~into~~to ~~ordinary~~complete ~~shares~~the ofProposed ~~APRINOIA~~Business ~~pursuant~~Combination toor ~~the~~another ~~terms~~Initial ~~and~~Business ~~conditions thereof~~Combination.

~~Subject~~● ~~to,~~To ~~and~~mitigate ~~in accordance with~~ the ~~terms~~risk and conditions of the Business Combination Agreement, at the effective time of the Second Merger, (i) each then issued and outstanding ordinary share of APRINOIA, including the shares issued upon conversion of the Convertible Notes, and each then issued and outstanding preferred share (on an as-converted basis) of APRINOIA (other than any shares that ~~are~~we ~~held~~might bybe ~~APRINOIA shareholders~~deemed ~~who have complied with the requirements of Cayman Islands law~~ to ~~exercise dissenter’s rights (the “APRINOIA Dissenting Shares”), collectively the “APRINOIA Shares”), will automatically~~ be ~~cancelled~~an ininvestment ~~exchange~~company for ~~the~~purposes ~~right to receive such number~~ of ~~newly issued PubCo Ordinary Shares that is equal to~~ the ~~APRINOIA~~Investment ~~Exchange~~Company ~~Ratio~~Act, ~~subject~~we tohave ~~rounding;~~instructed ~~(ii)~~Continental ~~each~~Stock ~~APRINOIA~~Transfer ~~Dissenting~~& ~~Share~~Trust ~~shall automatically be cancelled and cease to exist and shall thereafter represent only the right to receive the applicable payments as set forth in the Business Combination Agreement~~Company, ~~being~~ the fair value for such APRINOIA Dissenting Share and such other rights as such holder may be entitled under the Companies Act (As Revised) of the Cayman Islands; (iii) the issued and outstanding share of Merger Sub 2 shall automatically be converted into one ordinary share of APRINOIAtrustee, ~~which~~to ~~ordinary~~liquidate ~~share shall constitute~~ the ~~only~~investments ~~issued~~held ~~and outstanding share~~ in the ~~capital~~ ofTrust ~~APRINOIA;~~Account and ~~(iv)~~instead ~~each option~~ to ~~purchase~~hold ~~APRINOIA ordinary shares (~~the ~~“APRINOIA~~funds ~~Options”)~~in ~~will be converted into~~ the ~~right~~Trust toAccount ~~receive an option, granted~~ in ~~substitution of each such APRINOIA Option under~~ an ~~incentive~~interest ~~equity plan~~bearing todemand bedeposit ~~adopted~~account byuntil ~~PubCo prior to~~ the ~~Closing,~~earlier toof ~~purchase PubCo Ordinary Shares (each a “PubCo Substitute Option”) upon substantially~~ the ~~same~~consummation ~~terms and conditions as are in effect with respect to such APRINOIA Option immediately prior to the effective time~~ of ~~the~~an ~~Second~~Initial ~~Merger,~~Business ~~except~~Combination ~~that~~ (a)including ~~such PubCo Substitute Option shall provide~~ the ~~right~~Proposed toBusiness ~~purchase that whole number of PubCo Ordinary Shares (rounded down to the nearest whole share~~Combination) ~~equal~~or toour ~~the~~liquidation. ~~number~~Following ~~of APRINOIA ordinary shares subject to such APRINOIA Option, multiplied by~~ the ~~APRINOIA~~liquidation ~~Exchange Ratio, and (b) the exercise price per share for each such PubCo Substitute Option shall be equal to the exercise price per share~~ of ~~such~~investments ~~APRINOIA Option~~ in ~~effect~~ ~~immediately prior to~~ the ~~effective~~Trust ~~time of the Second Merger~~Account, ~~divided~~we byreceive ~~the~~reduced ~~APRINOIA Exchange Ratio (the exercise price per share~~interest, asif ~~so determined~~any, ~~being~~on ~~rounded up to~~ the ~~nearest~~funds ~~full~~held ~~cent),~~in ~~subject~~the toTrust ~~customary exceptions and adjustments. The “APRINOIA Exchange Ratio” is a number determined by dividing 28~~Account,~~000,000~~ ~~PubCo~~which ~~Ordinary~~reduces ~~Shares by~~ the ~~sum~~dollar ~~(without~~amount ~~duplication)~~our ~~of:~~Public ~~(a)~~Shareholders ~~the~~would ~~aggregate~~receive ~~number~~upon ofany ~~APRINOIA~~redemption ~~shares outstanding (on an as-converted basis) as of immediately prior to the effective time of the Second Merger (excluding APRINOIA shares issuable~~ or ~~issued~~liquidation ~~upon conversion~~ of the Convertible Notes) and (b) the aggregate number of APRINOIA shares underlying APRINOIA Options (assuming, for purposes of this calculation, that all such APRINOIA Options are unexpired, issued, outstanding and vested as of immediately prior to the effective time of the Second Merger, and are exercised on a fully paid basis)Company.

●

We are not required to obtain an opinion from an independent accounting or investment banking firm in connection with an Initial Business Combination, and consequently, investors may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.

●

Resources have been and could continue to be expended in researching and pursuing potential Initial Business Combinations (including the Proposed Business Combination) that are not completed, such as the Terminated Business Combination, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.

●

Our Sponsor owns 98.2% of our ordinary shares and thus will control any actions requiring a shareholder vote, potentially in a manner that Public Shareholders may not support. Similarly, following the consummation of the Proposed Business Combination or another Initial Business Combination, one or more shareholders of the target, including the chief executive officer of iRocket in the case of the Proposed Business Combination, may have a substantial interest in the combined company, including Holdco, and may require us to enter into agreements or other arrangements with respect to board composition and for designation rights.

●

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

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~~Subject~~● ~~to,~~We ~~and~~may innot ~~accordance~~be ~~with,~~able ~~the~~to ~~terms~~complete ~~and conditions of~~ the Proposed Business Combination ~~Agreement,~~or atanother ~~the~~Initial ~~effective~~Business ~~time~~Combination ofif the ~~Third~~proposed ~~Merger,~~transaction ~~(i)~~is ~~the~~subject ~~issued~~to ~~and~~review ~~outstanding ordinary~~or ~~share~~approval ofby ~~APRINOIA~~regulatory ~~shall~~authorities bepursuant ~~cancelled and cease~~ to ~~exist~~certain byU.S. ~~virtue~~or offoreign ~~the~~laws ~~Third~~or ~~Merger, and (ii) the issued and outstanding share in the capital of Merger Sub 3 shall continue existing and constitute the only issued and outstanding share in the capital of Merger Sub 3~~regulations.

~~The~~● ~~parties~~Our toindependent ~~the~~registered ~~Business~~public ~~Combination~~accounting ~~Agreement~~firm’s ~~have~~report ~~made~~contains ~~customary~~an ~~representations,~~explanatory ~~warranties~~paragraph ~~and~~that ~~covenants~~expresses insubstantial ~~the~~doubt ~~Business~~about ~~Combination~~our ~~Agreement,~~ability ~~including, among others, covenants with respect~~ to ~~the~~continue ~~conduct~~as ofa ~~APRINOIA,~~“going ~~the APRINOIA Acquisition Entities, the Company and the SPAC Acquisition Entities~~concern. ~~The Closing is subject to certain customary conditions.~~”

~~Convertible~~● ~~Notes~~Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

~~APRINOIA~~● ~~and~~If ~~certain~~we ~~investors~~do ~~(the~~not ~~“Convertible~~complete ~~Note Holders”) have entered, or will enter into those certain convertible note purchase agreements (~~the ~~“Convertible Note~~Proposed ~~Purchase~~Business ~~Agreements”) and other related ancillaries~~Combination, ~~pursuant~~we tomay ~~which~~engage ~~such Convertible Note Holders have or will provide to APRINOIA debt financing~~ in ~~the~~an ~~aggregate~~Initial ~~amount~~Business ofCombination upwith toone ~~$35,000,000~~or tomore ~~meet~~target ~~APRINOIA’s~~businesses ~~working~~that ~~capital requirements~~have ~~through~~relationships ~~the~~with ~~Closing~~entities ~~(collectively,~~that the “Convertible Notes”). The notes bear interest on the aggregate outstanding principal amount at a simple interest rate of 5% per annum. All unpaid principal and interest shall be due and payable in full on the first anniversary of the date of the applicable Convertible Note, unless accelerated upon the occurrence of an event of default as set forth in the Convertible Notes. Each Convertible Notes may be ~~redeemed~~affiliated ~~upon~~with ~~the~~our ~~mutual agreement of the Convertible Note Holder and APRINOIA~~Sponsor, atexecutive ~~any time~~officers, asdirectors ~~a whole~~ or ininitial ~~part~~shareholders ~~from~~which ~~time~~may toraise ~~time,~~potential atconflicts ~~a redemption price equal to the amount so redeemed, plus unpaid accrued interest thereon through the date~~ of ~~redemption, subject to the Convertible Note Holder’s exercise of its right of conversion at the then applicable Conversion Price (as defined below) in lieu of redemption~~interest. ~~In connection with the execution of the Business Combination Agreement, APRINOIA received an aggregate of $12.5 million in exchange for Convertible Notes.~~

An● ~~affiliate~~We ofare ~~the Company and the Sponsor, R Investments, LLC,~~ a ~~Delaware~~special ~~limited~~purpose ~~liability~~acquisition company ~~(“R Investments”) entered into a Convertible Note Purchase Agreement on December 22, 2022 to purchase a Convertible Note~~ with anno ~~aggregate~~operating ~~principal~~history ~~amount of $7,500,000 (the “R Investments Note”). In accordance with this Convertible Note Purchase Agreement, R Investments funded the R Investments Note~~ and ~~APRINOIA~~no delivered the R Investments Note to R Investments simultaneously with the execution of the Business Combination Agreement. The R Investment Note is convertible at the option of R Investments in the event of (i) an initial public offering of APRINOIA ordinary shares (a “Qualified IPO”)revenues, (ii) a financing in which APRINOIA issues equity securities with total proceeds to APRINOIA of not less than $15,000,000 (a “Qualified Financing”), (iii) a Qualified Business Combination (as defined in the R Investment Note), (iv) the Proposed Business Combination and ~~(v)~~investors ifhave ~~APRINOIA~~no ~~elects~~basis ~~to redeem the R Investments Note. “Conversion Price” for the R Investments Note means (i) in the case of a Qualified IPO, a price equal to the per share public offering price stated~~ on ~~the~~which front cover of the final prospectus for the Qualified IPO (before deduction of any underwriting commissions, expenses or other amounts) multiplied by 0.80, (ii) in the case of a Qualified Financing, a price equal to ~~the~~evaluate ~~cash~~our ~~price~~ability paid per share for equity securities by the investors in the Qualified Financing multiplied by 0.80, (iii) in the case of a Qualified Business Combination or the Proposed Business Combination, a price equal to ~~the~~achieve ~~implied~~our ~~per~~business ~~share price of the ordinary shares of APRINOIA in such Qualified Business Combination or the Business Combination, as applicable, multiplied by 0~~objective.80, and (iv) in the event that the conversion is made pursuant to a redemption, $1.58. R Investments has consent rights over (i) indebtedness, other than the other Convertible Notes, that would rank senior or pari passu in right of payment to or with the R Investments Note. On January 13, 2023, R Investments agreed to convert the R Investments Note in connection with the consummation of the Proposed Business Combination.

●

A 1% U.S. federal excise tax could be imposed on us in connection with certain future redemptions by us of our Public Shares.

●

Since our Sponsor, executive officers and directors will lose their entire investment in us if the Proposed Business Combination or another Initial Business Combination is not completed (other than with respect to Public Shares they may hold), a conflict of interest may exist or arise in determining whether iRocket or another particular business combination target is appropriate for our Initial Business Combination.

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~~All other Convertible Notes convert automatically in the event of (i) a Qualified IPO, (ii) a Qualified Financing, and (iii) a Qualified Business Combination (as defined in~~PART the other Convertible Notes). Such other Convertible Notes are also convertible at the option of the Convertible Note Holder, if APRINOIA elects to redeem the Convertible Notes. “Conversion Price” for the other Convertible Notes means (i) in the case of a Qualified IPO, a price equal to the per share public offering price stated on the front cover of the final prospectus for the Qualified IPO (before deduction of any underwriting commissions, expenses or other amounts) multiplied by 0.80, (ii) in the case of a Qualified Financing, a price equal to the cash price paid per share for equity securities by the investors in the Qualified Financing multiplied by 0.80, (iii) in the case of a Qualified Business Combination, a price equal to the implied per share price of the ordinary shares of APRINOIA in such Qualified Business Combination multiplied by 0.80, and (iv) in the event that the conversion is made pursuant to a redemption, $1.58.I

~~Sponsor~~References in ~~Support~~this ~~Agreement~~Annual Report to the “Company,” “BPGC Acquisition Corp.,” “we,” “us,” or “our” are to BPGC Acquisition Corp., a Cayman Islands exempted company formerly known as Ross Acquisition Corp II. References to “management” or our “management team” are to our officers and directors.

~~Simultaneously with the execution of the Business Combination Agreement, the Company, APRINOIA, PubCo and the Sponsor, entered into a Sponsor Support Agreement (the “Sponsor~~Item Support Agreement”) pursuant to which the Sponsor agreed to support the Business Combination and to vote all of its Founder Shares and any other securities of the Company beneficially owned or acquired by the Sponsor in favor of the Business Combination Agreement and the Proposed Business Combination1. ~~The Sponsor also agreed to take certain other actions in support of the~~ Business Combination Agreement and the Proposed Business Combination and to refrain from taking such actions that would adversely impede the ability of the parties to perform the Business Combination Agreement. The Sponsor Support Agreement also prevents transfers of Company securities held by the Sponsor between the date of the Sponsor Support Agreement and the date of the Closing or earlier termination of the Business Combination Agreement unless the transferee executes a joinder to the Sponsor Support Agreement.

The Sponsor further agreed that 2,156,250 PubCo Ordinary Shares (the “Sponsor Earn-Out Shares”) to be received by it will be subjected to forfeiture at the Closing and will be earned, released and delivered upon satisfaction of the following milestones: (i) one half (1/2) of the Sponsor Earn-Out Shares will vest if, during the Earn-Out Period (as defined below), the VWAP (as defined in the Sponsor Support Agreement) of the PubCo Ordinary Shares is equal to or greater than $12.50 for any 20 trading days within any period of 30 consecutive trading days and (ii) one half (1/2) of the Sponsor Earn-Out Shares will vest if, during the Earn-Out Period, the VWAP of the PubCo Ordinary Shares is equal to or greater than $15.00 for any 20 trading days within any period of 30 consecutive trading days. If a PubCo Change of Control (as defined in the Sponsor Support Agreement) occurs during the Earn-Out Period, then immediately prior to the consummation of such PubCo Change of Control (as defined in the Sponsor Support Agreement), any Sponsor Earn-Out Shares not previously released shall be automatically released and no longer subject to forfeiture. “Earn-Out Period” means the period beginning on the date of Closing and ending on the fifth anniversary of the Closing (unless earlier terminated due to a PubCo Change of Control). Prior to the expiration of the Earn-Out Period, the Sponsor shall be entitled to vote and receive dividends on the Sponsor Earn-Out Shares until such Sponsor Earn-Out Shares are forfeited.Overview

InBPGC Acquisition ~~addition~~Corp. (f/k/a Ross Acquisition Corp. II) is a blank check company incorporated as a Cayman Islands exempted company on January 19, ~~PubCo~~2021. ~~agreed~~We towere ~~indemnify~~formed for the ~~Sponsor~~purpose ~~from~~of ~~and~~effecting ~~against~~a ~~certain~~merger, ~~liabilities~~share ~~relating~~exchange, toasset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the ~~Proposed~~“Initial Business Combination”). The Company has not commenced any operations. All activity for athe period offrom ~~six~~January ~~years~~19, ~~after~~2021 (inception) through June 30, 2025 relates to the Company’s ~~Closing~~formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering to its search for an Initial Business Combination. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

~~Shareholder~~Our ~~Support~~sponsor ~~Deed~~is Ross Holding Company LLC, a Cayman Islands limited liability company that is affiliated with certain of the Company’s current and former officers and directors (our “Sponsor”). On January 22, 2021, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). In connection with the Initial Public Offering, our Sponsor granted to each of our initial independent directors a four-year option that is immediately exercisable to purchase 15,000 Founder Shares at a price of $10.00 per share.

~~Simultaneously~~On March ~~with~~16, ~~and~~2021, ~~following~~we consummated the ~~execution~~Initial ofPublic ~~the~~Offering ~~Business~~consisting ~~Combination~~of ~~Agreement~~34,500,000 units (the ~~Company~~“Units”), ~~APRINOIA~~including 4,500,000 ~~PubCo~~additional ~~and~~Units ~~certain~~to ~~shareholders~~cover ofover-allotments, ~~APRINOIA~~at ~~entitled~~$10.00 toper ~~vote~~Unit, ~~on and/or~~generating ~~give~~gross ~~consent~~proceeds toof ~~certain~~$345.0 ~~matters~~million, toand beincurring ~~approved~~offering costs byof ~~the~~approximately ~~shareholders~~$19.9 million, of ~~APRINOIA~~which inapproximately ~~connection~~$12.1 ~~with~~million ~~the~~was ~~Proposed~~for ~~Business~~deferred ~~Combination~~underwriting ~~entered~~commissions. ~~into~~Each aUnit ~~Shareholder~~consists of ~~Support~~one ~~Deed,~~Class ~~pursuant~~A toordinary ~~which,~~share ~~among~~of ~~other~~the ~~things~~Company, ~~each~~par ~~such~~value ~~shareholder agreed~~$0.0001 ~~(i)~~per toshare ~~vote~~(the in“Class ~~favor~~A ofOrdinary ~~such matters~~Shares,” ~~(ii)~~and with respect to ~~vote~~the ~~against~~Class ~~any~~A ~~proposals~~Ordinary ~~that~~Shares ~~would~~underlying ~~impede~~ the ~~Proposed~~Units, ~~Business~~the ~~Combination,~~“Public Shares”) and one-third of one redeemable warrant (~~iii~~the “Public Warrants”), ~~not~~with toeach ~~transfer~~whole ~~any~~Public ~~APRINOIA~~Warrant ~~shares~~exercisable ~~held~~for byone ~~such~~Class ~~shareholder~~A Ordinary Share at an initial exercise price of $11.50 per share.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (the “Private Placement”) of 5,933,333 Private Placement Warrants (the “Private Placement Warrants,” and together with the Public Warrants, the “Warrants”), at a price of $1.50 per Private Placement Warrant, with our Sponsor, with each Private Placement Warrant exercisable for one Class A Ordinary Share at an initial exercise price of $11.50 per share, generating gross proceeds of $8.9 million.

Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a Trust Account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and has been and will be invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (“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, or held as cash, as determined by us, until the earlier of: (i) the completion of an Initial Business Combination and (ii) redemptions of Public Shares in the circumstances described below.

Proposed Business Combination with iRocket

On July 22, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Holdco, iRocket Merger Sub, LLC (“Holdco Merger Sub”), BPGC Merger Sub, Inc. (“Acquiror Merger Sub”), and iRocket.

Subject to its terms and conditions, the Merger Agreement provides that (i) on the day prior to the date of the Merger 2 (as defined below), we will merge with and into Holdco Merger Sub (the “Merger 1”), with Holdco Merger Sub being the surviving entity and a wholly owned subsidiary of Holdco, and (ii) on the day after Merger 1, Acquiror Merger Sub will merge with and into iRocket (the “Merger 2”, and together with Merger 1, the “Mergers”), with iRocket being the surviving entity. As a result of the Mergers, iRocket will become an indirect wholly-owned subsidiary of Holdco.

iRocket is transforming rapid and responsive access to space with development of its Shockwave launch vehicle, which is uniquely designed for recovery and reuse of all of its stages. Just as airplanes fly multiple flights, iRocket plans to Recondition, Reload, and Relaunch™ its rockets in under 24 hours, reducing costs, and increasing the pace of launches.

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~~Investor~~Proposed Business ~~Rights~~Combination ~~Agreement~~Consideration

~~Simultaneously with the Closing~~Subject to, ~~PubCo,~~and ~~Sponsor,~~in ~~certain~~accordance ~~affiliates~~with ~~of Sponsor,~~ the ~~Company,~~terms and ~~certain~~conditions ~~shareholders~~ of ~~APRINIOA~~the ~~shall~~Merger ~~have~~Agreement ~~entered~~and ~~into~~the anSponsor ~~investor~~Support ~~rights agreement~~Agreement (~~the~~as ~~“Investor~~defined ~~Rights Agreement”~~below), ~~pursuant~~immediately prior to ~~which,~~Merger ~~among other things~~1, ~~(i)~~each ~~PubCo~~remaining ~~will~~issued ~~agree~~and tooutstanding ~~register~~Class ~~for~~B ~~resale~~ordinary share, ~~pursuant~~par tovalue ~~Rule~~$0.0001 ~~415~~per ~~under~~share, ~~the Securities Act~~ of ~~1933,~~the asCompany ~~amended, within certain period after~~ (the ~~Closing~~“Class ~~Date,~~B ~~certain PubCo~~ Ordinary Shares ~~and other equity securities of PubCo held by certain parties from time to time, (ii~~”) ~~holders of registrable securities~~ will ~~be granted certain takedown~~convert, ~~demand, block trade and piggyback registration rights with respect to their registrable securities, in each case,~~ on ~~the~~a ~~terms~~one-for-one ~~and subject to the conditions set forth in the Investor Rights Agreement~~basis, ~~(iii)~~into ~~the~~Class ~~holders~~A ofOrdinary ~~certain~~Shares ~~registrable~~following ~~securities~~which ~~will~~all beClass ~~subject~~B toOrdinary Shares ashall ~~six~~cease ~~month lock-up, subject~~ to ~~certain~~be ~~exceptions~~outstanding and ~~(iv)~~shall ~~the~~automatically ~~Registration~~be ~~and~~cancelled ~~Shareholder Rights Agreement, dated as of March 16, 2021, by~~ and ~~between~~retired ~~RAC, Sponsor~~ and ~~certain~~shall ~~other~~cease ~~parties~~to ~~thereto,~~exist ~~will~~(the be“Class ~~terminated~~B Share ~~as of the Closing~~Conversion”).

~~Assignment~~Subject to, ~~Assumption~~and in accordance with the terms and ~~Amendment~~conditions of the Merger Agreement, at the effective time of Merger 1: (i) each Unit will automatically be separated into its components, with any fractional Public Warrants to be issued in connection with such separation rounded down to the nearest whole warrant, (ii) each Class A Ordinary Share (including the Class A Ordinary Shares issued upon the Class B Share Conversion) issued and outstanding shall be canceled and converted into shares of Class A common stock, par value $0.0001 per share, of Holdco (the “Holdco Class A Common Stock”) automatically on a one-for-one basis, following which all Class A Ordinary Shares shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and (iii) each then issued and outstanding Private Placement Warrant and each Public Warrant will convert automatically, on a one-for-one basis, into a warrant to acquire Holdco Common Stock, in the same form and on the same terms and conditions as the converted Warrant (and pursuant to the Sponsor Support Agreement, the terms of the Private Placement Warrants shall be amended to be equivalent to the Public Warrants). Each share of Holdco that is issued and outstanding immediately prior to Merger 1 shall be automatically cancelled and extinguished, and no consideration shall be paid with respect thereto.

InSubject to, ~~connection~~and in accordance with the ~~Closing~~terms and conditions of the Merger Agreement, ~~PubCo~~at the effective time of Merger 2 (the “Second Effective Time”), ~~RAC~~(i) each issued and ~~Continental~~outstanding ~~Stock~~share ~~Transfer~~of &common ~~Trust~~stock ~~Company,~~of aAcquiror ~~New~~Merger ~~York~~Sub ~~limited~~shall ~~purpose~~be ~~trust~~converted ~~company~~into one validly issued, asfully ~~warrant~~paid ~~agent~~and nonassessable share of common stock of iRocket (the “~~Warrant Agent~~iRocket Common Stock”), ~~will~~(ii) ~~enter~~(a) each existing issued and outstanding share of iRocket Common Stock shall be cancelled and converted into ~~the~~a ~~Assignment~~number of shares of duly authorized, validly ~~Assumption~~issued, fully paid and ~~Amendment~~nonassessable ~~Agreement~~Holdco Class A Common Stock equal to the Exchange Ratio (as defined below) and a portion of the ~~“Assignment~~4,000,000 ~~Assumption~~shares of Holdco Class A Common Stock to be issued to the iRocket’s stockholders and ~~Amendment~~optionholders ~~Agreement”)~~in the Merger 2, ~~which~~subject ~~will~~to ~~amend~~the ~~that~~terms ~~certain~~and ~~Warrant~~restrictions set forth in the Merger Agreement (such 4,000,000 shares, the “~~Existing~~Earn ~~Warrant~~Out ~~Agreement~~Consideration”), (b) ~~dated~~each as option to acquire shares of ~~March~~iRocket 16Common Stock, ~~2021~~whether vested or unvested, byshall be cancelled and ~~between~~converted into (A) an option acquire shares of Holdco Class A Common Stock equal to the ~~Company~~product (rounded down to the nearest whole number) of (1) the number of shares of iRocket Common Stock subject to such option immediately prior to the Second Effective Time and (2) the ~~Warrant~~Exchange ~~Agent~~Ratio, ~~which~~at ~~Existing~~an ~~Warrant~~exercise price ~~Agreement~~per ~~governs~~share ~~all~~(rounded up to the nearest whole cent) equal to (x) the exercise price per share of iRocket Common Stock of such option immediately prior to the ~~Warrants~~Second ~~issued~~Effective Time divided by (y) the ~~Company.~~Exchange ~~Pursuant~~Ratio and (B) the right to receive a portion of the ~~Assignment~~Earn Out Consideration, ~~Assumption~~ and ~~Amendment~~(c) ~~Agreement~~Asad Malik (the “Founder”) shall receive one share of Class B common stock, ~~effective~~par onvalue $0.0001 per share, of Holdco (the “Holdco Class B Common Stock” and ~~from~~together with the Holdco Class A Common Stock, the “Holdco ~~effective~~Common ~~time~~Stock”) which shall (1) have a number of ~~the~~votes ~~Initial~~per ~~Merger,~~share equal to the ~~Company~~number ~~will~~of ~~assign~~shares of Holdco Class A Common Stock held by him multiplied by nine for so long as he owns a percentage of Holdco Common Stock to ~~PubCo~~be ~~all~~specified in the amended and restated certificate of incorporation of Holdco (the ~~Company’s~~“Holdco ~~right~~Charter”), ~~title~~(2) ~~and~~except ~~interest~~for incertain ~~and~~permitted transfers to ~~the~~be ~~Existing~~specified in ~~Warrant~~the ~~Agreement~~Holdco ~~and~~Charter, ~~PubCo~~not ~~will~~be ~~assume~~transferrable, and ~~agree~~(3) toshall ~~pay~~have such other powers, ~~perform~~rights, ~~satisfy~~preferences, privileges, obligations and ~~discharge~~other terms as set forth in ~~full,~~the as Holdco Charter (the ~~same~~consideration ~~become~~payable ~~due,~~in ~~all~~Merger of2 described in clauses (ii)(a)-(c), collectively, the ~~Company’s~~“Merger Consideration”); ~~liabilities~~provided ~~and~~that ~~obligations~~no ~~under~~fractional ~~the~~iRocket ~~Existing~~Common ~~Warrant~~Stock ~~Agreement,~~or asHoldco ~~amended,~~Common ~~arising~~Stock ~~on,~~shall ~~from~~be issued in connection therewith (with any such fractional amount being rounded down and ~~after~~paid ~~the~~in ~~effective~~cash ~~time~~in oflieu ~~the~~thereof ~~Initial~~pursuant to the Merger Agreement).

~~Lock~~The “Exchange Ratio” is a number (rounded to four decimal places) determined by dividing (a) the number of shares of Holdco Class A Common Stock equal to the quotient obtained by dividing $400,000,000 (the “Equity Value”) by $10.00 (the “Holdco Share Value”) by (b) the total number of existing shares of iRocket Common Stock (including the iRocket Common Stock which would be issued upon a cashless exercise of the options to purchase iRocket Common Stock (the “iRocket Options”)) outstanding immediately prior to Merger 2 expressed on a fully-Updiluted ~~Agreements~~and as-exercised and as-converted basis (the “Aggregate Fully Diluted iRocket Common Shares”).

~~No later than immediately prior to the effective time of the Initial Merger, PubCo and certain APRINOIA shareholders will have entered into a lock-up agreement (“Lock-Up~~For ~~Agreement”),~~additional ~~pursuant to which~~information, ~~among~~see ~~other things, (i) each such APRINOIA shareholder agrees not to sell, for~~ the ~~period~~Company’s ~~specified~~Current inReport ~~the~~on ~~Lock~~Form 8-UpK ~~Agreement,~~filed ~~certain~~with ~~PubCo Ordinary Shares such APRINOIA shareholder (as applicable) will receive in~~ the ~~Mergers,~~SEC on ~~the~~July ~~terms~~23, ~~and subject to the conditions set forth in the Lock-Up Agreement~~2025.

~~Equity~~Terminated Business ~~Commitment~~Combination ~~Letter~~with APRINOIA Therapeutics Inc.

InOn January ~~connection~~17, ~~with~~2023, the ~~execution~~Company ofentered into a Business Combination Agreement (the “Terminated Business Combination Agreement”), with RAPRINOIA ~~Investments~~Therapeutics (Inc., an exempted company incorporated with limited liability under the ~~“Forward~~laws ~~Purchaser~~of the Cayman Islands (“APRINOIA”), and ~~PubCo~~the ~~and~~other ~~APRINOIA~~parties ~~entered~~thereto. ~~into~~Effective anas ~~equity~~of ~~commitment letter~~August 21, 2023 and in accordance with Section 11.01(a) of the ~~“Equity~~Terminated ~~Commitment~~Business ~~Letter”)~~Combination Agreement, ~~pursuant~~the toCompany, ~~which~~APRINOIA, and the ~~Forward~~other ~~Purchaser~~parties thereto mutually agreed to ~~subscribe~~terminate ~~for,~~the ~~directly~~Terminated ~~through~~Business ~~PubCo~~Combination Agreement and, asconsequently, athe ~~PIPE~~other ~~Investment~~Transaction Documents (as defined in the Terminated Business Combination Agreement), ~~that~~pursuant ~~number~~to the terms of ~~PubCo~~a ~~Ordinary Shares~~termination atagreement ~~$10~~entered ~~per~~into ~~share~~by ~~equal~~and between each of the parties to the ~~difference~~Terminated ~~between~~Business Combination Agreement (the ~~actual~~“Termination Agreement”). ~~value~~Further, under the Termination Agreement, each of the ~~Trust~~Company ~~Account~~and ~~(after~~its ~~giving~~subsidiaries ~~effect~~at tosuch ~~redemptions~~time ofreleased ~~Public~~APRINOIA, APRINOIA ~~Shares)~~PubCo and ~~$12~~its subsidiary,~~500~~ and each of their representatives,~~000~~ ~~(the~~affiliates, ~~“Maximum~~agents ~~Commitment”)~~and assigns, ~~only~~and toeach ~~the~~of ~~extent~~APRINOIA, ~~that~~APRINOIA PubCo ~~the~~and ~~value~~its ofsubsidiary released the ~~Trust~~ ~~Account~~Company ~~(after~~and ~~giving~~its ~~effect~~subsidiaries, toand ~~redemptions~~each of ~~Public~~their ~~Shares)~~representatives, isaffiliates, ~~less~~agents ~~than~~and ~~the~~assigns, for ~~Maximum~~any ~~Commitment.~~claims, ~~Any~~causes ~~PubCo~~of ~~Ordinary~~action, ~~Shares~~liabilities ~~purchased~~or bydamages, ~~the~~except ~~Forward~~for ~~Purchaser~~certain provisions that survive the termination pursuant to ~~this~~the terms ~~Equity~~of ~~Commitment~~the ~~Letter~~Terminated ~~shall~~Business beCombination ~~“Registrable~~Agreement, ~~Securities” under~~or ~~the~~for ~~Investor~~breaches ~~Rights~~of the Termination Agreement. ~~upon~~Further details regarding the ~~execution~~termination and ofthe Termination Agreement may be found in the ~~Investor~~Company’s ~~Rights~~Current ~~Agreement~~Report byon Form 8-K filed with the ~~Forward~~SEC ~~Purchaser~~on August 21, 2023.

Extension and Redemptions

On March 13, 2023, we held an extraordinary general meeting (the “Extension Meeting”). At the Extension Meeting, our shareholders approved as a special resolution, the amendment of the Company’s amended and restated memorandum and articles of association to extend the date by which we must complete an Initial Business Combination by up to six months in one month increments subject to deposit of $165,000 into the Trust Account for each month by which such date is extended (the “Extension”). On March 13, 2023, following the shareholder approval, the Company filed the amendment to the amended and restated memorandum and articles of association with the Registrar of Companies of the Cayman Islands. In connection with the Extension Meeting, shareholders holding 28,119,098 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account as of March 9, 2023, including any interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $287.7 million (approximately $10.23 per share) was removed from the Trust Account to pay such holders. On March 31, 2023, APRINOIA made a deposit of $165,000 (the “First Extension Payment”) to the Trust Account. The date by which we must complete an Initial Business Combination was extended from March 16, 2023 to April 16, 2023. Following the aforementioned redemptions, we have 15,005,902 ordinary shares outstanding, which includes 6,380,902 Class A Ordinary Shares and 8,625,000 Founder Shares.

After giving effect to the aforementioned redemptions and the First Extension Payment the amount of funds remaining in the Trust Account was approximately $65,458,680.62 as of March 31, 2023.

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The terms of the Terminated Business Combination and the other transactions contemplated thereby are summarized in the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2023.

Extensions and Redemptions

On March 13, 2023, the Company held an extraordinary general meeting of shareholders (the “First Extension Meeting”) to approve, among other things, a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which the Company has to consummate an Initial Business Combination by up to six months from March 16, 2023 to September 16, 2023 in one month increments subject to deposit of $165,000 into the Trust Account for each month by which such date was extended (such proposals, the “First Amendment Proposal”, such extension, the “First Extension” and such date, the “First Extension Date”) or such later date by which the Company must complete an Initial Business Combination pursuant to a subsequent amendment to the Company’s Charter. The First Extension Amendment Proposal was approved. In connection with the vote to approve the First Extension Amendment Proposal, the holders of 28,119,098 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.23 per share, for an aggregate redemption amount of approximately $287.7 million. The balance under the advance agreement was extinguished pursuant to the Termination Agreement. Between March 31, 2023 and August 16, 2023, APRINOIA made monthly deposits of $165,000 ($990,000 in the aggregate) to the Trust Account pursuant an advance agreement. Under the First Extension, the date by which the Company must complete an Initial Business Combination was extended from March 16, 2023 to September 16, 2023.

On September 15, 2023, the Company held an extraordinary general meeting in lieu of annual meeting of shareholders (the “Second Extension Meeting”) to approve, among other things, (i) a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate an Initial Business Combination by up to six months from September 16, 2023 to March 16, 2024 in one month increments subject to deposit of $75,000 into the Trust Account for each month by which such date was extended (such proposal, the “Second Extension Amendment Proposal”, such extension, the “Second Extension” and such date, the “Second Extension Date”), (ii) a proposal to amend the Company’s Charter to delete the limitations that the Company shall not consummate a business combination or redeem shares if such actions would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”) and (iii) a proposal to elect Larry Kudlow as Class I director of the Company’s board of directors (the “Director Election Proposal” and, together with the Second Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the “Second Meeting Proposals”). The Second Meeting Proposals were each approved. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 1,339,804 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.74 per share, for an aggregate redemption amount of approximately $14.4 million. Between September 18, 2023 and February 21, 2024, the Sponsor made monthly deposits of $75,000 ($450,000 in the aggregate) to the Trust Account, which deposits by the Sponsor into the Trust Account were documented by a promissory note (the “Extension Note”) in the aggregate principal amount of up to $450,000 to the Sponsor. Under the Second Extension, the date by which the Company must complete an Initial Business Combination was extended from September 16, 2023 to March 16, 2024.

On March 6, 2024, the Company held an extraordinary general meeting of shareholders (the “Third Extension Meeting”) to, among other things, approve a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate an Initial Business Combination from March 16, 2024 to September 16, 2024 in one month increments subject to deposit of an amount equal to the lesser of (i) $0.03 per Public Share that was not submitted for redemption and (ii) an aggregate of $90,000 (such proposal, the “Third Extension Amendment Proposal”, such extension, the “Third Extension” and, together with the First Extension and the Second Extension, the “Extensions” and September 16, 2024, the “Third Extension Date”). The Third Extension Amendment Proposal was approved. In connection with the vote to approve the Third Extension Amendment Proposal, the holders of 2,372,565 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.02 per share, for an aggregate redemption amount of approximately $26.2 million. Between March 16, 2024 and September 26, 2024, certain members of the Sponsor (collectively, the “Contributors”) made monthly deposits of $80,055.99 ($480,335.94 in the aggregate) to the Trust Account, which deposits were in the form of non-interest bearing loans. Under the Third Extension, the date by which the Company must complete an Initial Business Combination was extended from March 16, 2024 to September 16, 2024.

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On March 15, 2024, the Sponsor exercised its right to convert an aggregate of 4,300,000 of its Founder Shares into an equal number of Class A Ordinary Shares (the “2024 Conversion” and such Class A Ordinary Shares, the “Class A Conversion Shares”). Pursuant to the 2024 Conversion, the Sponsor agreed to waive its redemption rights with respect to such Class A Conversion Shares in connection with a shareholder vote to approve an Initial Business Combination and its right to receive any distribution from the Trust Account with respect to such Class A Conversion Shares (for the avoidance of doubt, such Class A Conversion Shares will not be Public Shares).

On September 13, 2024, Wilbur L. Ross Jr. (“Ross”), Tobias W. Welo (“Welo”), Nadim Z. Qureshi (“Qureshi”) and Stephen J. Toy (“Toy” and together with Qureshi the “Continuing Managers”) entered into a member agreement (the “Member Agreement”). Ross irrevocably resigned as a manager of the Sponsor and the Continuing Managers agreed to serve as managers pursuant to the A&R Limited Liability Company Agreement of the Sponsor, (the “A&R LLC Agreement”). Ross agreed to be responsible for seventy-two percent (72%), Qureshi agreed to be responsible for fourteen percent (14%) and Toy agreed to be responsible for fourteen percent (14%) of the total fees owed to certain vendors prior to the Effective Date; provided that, in no event would Ross be obligated to pay an amount in excess of the lesser of (i) 25% of the aggregate original undiscounted amount of such invoices and (ii) $1,550,000 (the “Ross Cap”). Also pursuant to the Member Agreement, the amounts owed pursuant to the Extension Note and the loans in connection with the Third Extension were forgiven. As a result of the Member Agreement, the Company recognized a capital contribution of $1,637,837 expenses paid by Ross, Qureshi and Toy on behalf of the Company.

On September 16, 2024, the Company held an extraordinary general meeting of shareholders (the “Fourth Extension Meeting”) to, amongst other things, approve a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate an Initial Business Combination from September 16, 2024 to March 16, 2026 (such proposal, the “Fourth Extension Amendment Proposal”, such extension, the “Fourth Extension” and, together with the First Extension, the Second Extension and the Third Extension, the “Extensions” and March 16, 2026, the “Fourth Extension Date”). The Fourth Extension Amendment Proposal was approved. In connection with the vote to approve the Fourth Extension Amendment Proposal, the holders of 2,512,919 Public Shares of the Company properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.50 per share, for an aggregate redemption amount of approximately $28.9 million.

Following the aforementioned redemptions, Extensions and the 2024 Conversion, as of November 28, 2025, our outstanding share capital consists of 4,455,614 Class A Ordinary Shares, of which 155,614 are Public Shares, and 4,325,000 Class B Ordinary Shares.

Delisting from the NYSE

On March 18, 2024, the Company received notice from the NYSE informing it that the NYSE would suspend the listing of the Company’s securities, including the Class A Ordinary Shares, Warrants and Units, from the NYSE and commence delisting proceedings with respect to such securities. The NYSE determined to take these actions because Sections 102.06e and 802.01B of the NYSE’s Listed Company Manual do not permit a special purpose acquisition company (“SPAC”), such as the Company, to remain listed for more than three years after the company’s initial public offering without completing an initial business combination. The Company had not completed its Initial Business Combination before March 16, 2024, which is the three-year anniversary of the Initial Public Offering. On April 3, 2024, the NYSE notified the SEC that the Company’s securities would be delisted from the exchange effective April 15, 2024.

Business Strategy

Our business strategy is to identify, acquire, and after our Initial Business Combination, build a company in an industry that complements the experience and expertise of our management team and will benefit from our operational and investment expertise. Our acquisition selection process for ~~the~~iRocket ~~Proposed Business Combination with APRINOIA~~ leveraged, and if we do not complete the Proposed Business Combination ~~and instead seek to complete another Initial Business Combination~~ will leverage, our team’s network of industry, private equity sponsor and lending community relationships as well as relationships with management teams of public and private companies, founders and entrepreneurs, investment bankers, attorneys and accountants that we believe ~~provided~~should ~~us, and if necessary, would in the future~~ provide us, with a number of business combination opportunities. This broad network of relationships has been developed and cultivated over decades of success as demonstrated by our management ~~team~~teams’s:

•● track record of creating and growing successful companies;

•● ~~combined~~decades ~~history of over 70 years~~ in the private equity, M&A/restructuring advisory and corporate development;

•● experience in identifying, structuring, acquiring, operating, developing, growing, financing and selling businesses;

•● ability to strengthen and advise management teams as they transition from private to public markets; and

•● experience in executing transactions under varying economic and financial market conditions.

In addition to our management team’s robust network, we anticipate that target business candidates ~~have~~will ~~in the past, and may continue to~~ be brought to our attention from various unaffiliated contacts, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. If we do not complete the Proposed Business Combination and instead seek to ~~complete~~ complete another Initial Business Combination, members of our management team will ~~again~~ communicate with their networks of relationships to articulate the parameters for our search for a target company and a potential ~~business~~Initial ~~combination~~Business Combination and ~~again~~ ~~begin~~resume the process of pursuing and reviewing promising leads.

~~Our Acquisition Process~~10

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Investment Criteria

Consistent with this strategy, we have identified the following investment goals and criteria that we believe are important in evaluating prospective target businesses. In connection with the Proposed Business Combination, we utilized, and if do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, we will utilize our experience and general criteria outlined below when evaluating acquisition opportunities, but we may decide to enter into our Initial Business Combination with a target business that does not meet these goals and criteria. We intend to:

●

Leverage our network to identify investment opportunities that coincide with our past experience and success. Our management team has extensive experience creating platform investments and often consolidating meaningful portions of large industries which include sectors such as industrials, energy, chemicals and payment processing. Our current management team has previously applied this investment strategy, creating horizontally and vertically integrated platforms across these industries. We intend to capitalize on their history of analyzing global macro-economic trends and industry-wide investment themes in the context of potentially creating investment platforms for growth.

●

Identify opportunities where we can cultivate and accelerate technological advancement. We believe that the ongoing industrial revolution and ever prevalent disruption of technology in the aforementioned industries will continue to provide attractive investment opportunities. We believe the COVID-19 pandemic further accelerated the necessity and adoption of numerous technological advancements which include big data, business analytics, and the digitalization of manufacturing across multiple industries. Our target companies will be on the forefront of the fourth industrial revolution and use new technologies, coupled with a social and environmental mindset, to reshape their traditional industry or be companies which are the change agents themselves.

●

Execute due diligence to drive desirable return on capital. Our management team typically conducts substantial due diligence with respect to potential acquisition targets. Our due diligence process typically involves an in-depth analysis of the target’s industry, including competitive positioning and barriers to entry; a strategic, operational and technical review; an analysis of downside protection and alternative channels through which we can realize value. We will identify targets which offer an attractive risk-adjusted return for the shareholders and potential upside from growth in the business.

●

Implement our restructuring and performance improvement experience to drive institutional growth and efficiencies. Our management team has an extensive track record and experience in guiding acquired companies to take advantage of the acceleration of technological displacement. Our experience will be beneficial to identifying investment situations and driving strategic changes in our target businesses by providing additional capital investment, effective sponsorship, and board of directors’ supervision. We will leverage our proprietary knowledge, experience and our extensive sourcing, structuring, and acquiring experience to secure the most appropriate target. By capitalizing on these positive forces, the businesses will generate future growth through new sources of revenue and increased efficiency.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular Initial Business Combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience. We conducted such a review process in connection with the Proposed Business Combination.

We are not prohibited from pursuing an Initial Business Combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our Initial Business Combination with a company that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) that our Initial Business Combination is fair to the Company from a financial point of view. We did not need to, and did not obtain, such an opinion in connection with the Proposed Business Combination.

Each of our directors and officers own, directly or indirectly, Founder Shares and/or Private Placement Warrants, and, accordingly, may have a conflict of interest in determining whether a particular target business, including iRocket, is an appropriate business with which to effectuate our Initial Business Combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our Initial Business Combination. See “Item 1A. Risk Factors—Since our Sponsor, executive officers and directors will lose their entire investment in us if an Initial Business Combination is not completed (other than with respect to Public Shares they may hold), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our Initial Business Combination” and other risk factors herein.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity or entities pursuant to which such officer or director is required to present a business combination opportunity to such entity or entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our ~~business~~Initial ~~combination.~~Business ~~Our~~Combination, ~~amended~~particularly ~~and~~as we have agreed to customary exclusivity ~~restated~~arrangements ~~memorandum~~in ~~and~~the ~~articles~~Merger ofAgreement ~~association,~~with asrespect ~~amended~~to ~~(our~~the “Proposed Business Combination. Our Charter”) ~~provide~~provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

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Our officers or directors have had prior experience in blank check companies or special purpose acquisition corporations including WL Ross Holding Corp. ~~and NBNK Investments PLC.~~ Our ~~founders,~~ Sponsor, officers and directors may also sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an Initial Business Combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our Initial Business Combination, particularly as we have agreed to customary exclusivity arrangements in the Merger Agreement with respect to the Proposed Business Combination. In addition, our ~~founders,~~ Sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

Initial Business Combination

SoOur ~~long~~securities ashave been delisted from the NYSE. We do not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of the date of this Annual Report, our securities are ~~then~~not quoted on an over-the-counter market. We and our shareholders will face significant material adverse consequences as a result of our securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated, and liquidity in our securities is severely limited, because our securities are not quoted on an over-the-counter market. See “Item 1A. Risk Factors—The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting. Although our securities are not currently listed on NYSE or Nasdaq, our were not so listed at the time we entered into the Merger Agreement, and if we do not complete the Proposed Business Combination and instead seek to enter into another Initial Business Combination, are not expected to be so listed at the relevant time, if, at the time of we enter into a definitive agreement for such other Initial Business Combination, our securities are listed on NYSE or Nasdaq, such other Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement, ~~including the Business Combination Agreement,~~ in connection with ~~our~~such other Initial Business Combination. ~~Our board of directors determined that the Proposed Business Combination with APRINOIA satisfied this requirement.~~ If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses if needed, it may be unable to do so if the board is less familiar or experienced ~~with~~ with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. ~~No such opinion was obtained in connection with the Proposed Business Combination.~~ However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion. No such opinion was required or obtained in connection with the Proposed Business Combination.

We have structured the Proposed Business Combination so that the post-business combination company in which our Public Shareholders will own shares will indirectly own or acquire 100% of the equity interests or assets of ~~APRINOIA~~iRocket. If we do not complete the Proposed Business Combination and search for an alternate Initial Business Combination, we anticipate structuring our Initial Business Combination so that the post-business combination company in which holders of our Public Shares (our “Public Shareholders”) own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure any Initial Business Combination other than the Proposed Business Combination such that the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such ~~business~~Initial ~~combination~~Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target ~~sufficient~~company for it not to be required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the ~~business~~Initial ~~combination~~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~~Initial Business ~~combination~~Combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our Initial Business Combination could own less than a majority of our outstanding shares subsequent to our Initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. In addition, we have agreed not to enter into a definitive agreement regarding an Initial Business Combination without the prior consent of our Sponsor. Our Sponsor consented to the Proposed Business Combination As noted above, our securities are not currently listed on NYSE, Nasdaq or another national securities exchange and are not expected to be so listed at the time of our Initial Business Combination. If our securities are not then listed on the NYSE, ~~for~~Nasdaq or another national securities exchange with a similar test for whatever reason, we would nonot ~~longer~~ be required to meet the foregoing 80% of net assets test. For additional information on the Proposed Business Combination, you are urged to read our Current Report on Form 8-K filed with the SEC on ~~January~~July 1823, ~~2023~~2025 and the registration statement on Form FS-4 to be filed by ~~PubCo~~Holdco in connection with the Proposed Business Combination when it becomes available, the amendments thereto, as well as other documents filed with the SEC in connection with the Proposed Business Combination.

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Effecting Our Initial Business Combination

WeAs described ~~are not presently engaged in~~above, ~~and~~ we ~~will~~have ~~not~~entered ~~engage~~into ~~in,~~the ~~any~~Merger ~~operations~~Agreement ~~for~~and ~~an indefinite period of time. We~~ intend to ~~effectuate~~complete the Proposed Business Combination, ~~and any~~with ~~other~~iRocket. ~~Initial~~Unless otherwise ~~Business Combination~~stated, ~~using~~this ~~cash~~Comprehensive ~~from~~Form ~~the~~10-K ~~proceeds~~does ofnot ~~the~~assume ~~Initial Public Offering and~~ the ~~Private~~closing ~~Placement~~ of the ~~Private~~Proposed ~~Placement~~Business ~~Warrants,~~Combination. ~~the~~References ~~proceeds~~to of the ~~sale of shares in connection with our~~ term “Initial Business Combination,” ~~shares~~in ~~issued~~this tosection ~~the~~include ~~owners of~~ the ~~target,~~Proposed ~~debt~~Business ~~issued~~Combination towhere ~~bank~~context ~~or other lenders or the owners of the target, or a combination of the foregoing or other sources~~requires.

We are ~~may~~not ~~seek~~presently toengaged ~~complete~~in, ~~our~~and ~~Initial~~we ~~Business~~will ~~Combination~~not ~~with~~engage ain, ~~company~~any oroperations ~~business~~for ~~that~~an ~~may~~indefinite beperiod ~~financially~~of ~~unstable~~time. orWe inintend ~~its~~to ~~early~~effectuate ~~stages~~the Proposed ofBusiness ~~development~~Combination, orand ~~growth,~~any ~~which would~~other ~~subject~~Initial usBusiness toCombination, ~~the~~using ~~numerous~~cash ~~risks~~from ~~inherent~~the inproceeds ~~such~~of ~~companies~~the ~~and~~Initial ~~businesses.~~Public ~~Although~~Offering and ~~our~~the ~~management~~Private ~~endeavored~~Placement, tothe ~~evaluate~~proceeds of the ~~risks~~sale ~~inherent~~of shares in ~~APRINOIA’s~~connection ~~business,~~with ~~and~~our ~~will~~Initial ~~endeavor~~Business Combination, shares issued to ~~evaluate~~the owners of the ~~risks~~target, ~~inherent~~debt inissued ~~any~~to ~~other~~bank ~~particular target~~or ~~business,~~other welenders ~~cannot~~or ~~assure~~the ~~you~~owners ~~that~~of wethe ~~have~~target, or ~~will~~a ~~properly~~combination ~~ascertain~~of orthe ~~assess~~foregoing ~~all~~or ~~significant~~other ~~risk factors~~sources.

IfWe may seek to complete our Initial Business Combination iswith ~~paid~~a ~~for~~company ~~using~~or ~~equity,~~business asthat ~~will~~may be ~~the~~financially ~~case~~unstable ~~for~~or ~~the~~in ~~Proposed~~its ~~Business~~early ~~Combination,~~stages of development or ~~debt~~growth, orwhich ~~not~~would ~~all~~subject ofus ~~the~~to ~~funds released from~~ the ~~Trust~~ ~~Account~~numerous ~~are~~risks ~~used~~inherent ~~for~~in ~~payment~~such ofcompanies ~~the~~and ~~consideration~~businesses. inAlthough ~~connection with~~ our ~~Initial~~management endeavored ~~Business~~to ~~Combination~~evaluate orthe ~~used~~risks ~~for~~inherent ~~redemptions~~in ofiRocket’s ~~our Public Shares~~business, weand ~~may~~will ~~apply~~endeavor ~~the balance of the cash released~~ to usevaluate ~~from~~ the ~~Trust~~risks ~~Account~~inherent ~~for~~in ~~general~~any other ~~corporate~~particular ~~purposes,~~target ~~including for maintenance or expansion of operations of the post-~~business ~~combination company~~, ~~the~~we ~~payment~~cannot ofassure ~~principal~~you orthat ~~interest~~we ~~due~~will onproperly ~~indebtedness~~ascertain ~~incurred~~or inassess ~~completing~~all ~~our~~significant ~~Initial~~risk ~~Business Combination, to fund the purchase of other companies or for working capital~~factors.

~~APRINOIA~~If our ~~has~~Initial ~~entered into Convertible Note Purchase Agreements and Convertible Notes to raise additional funds through private offerings in connection with the Proposed~~ Business Combination, ~~and~~is wepaid ~~may~~for ~~seek~~using ~~to raise additional funds through a private offering of debt or~~ equity, ~~securities~~as inwill ~~connection~~be ~~with~~ the ~~completion~~case offor ~~any~~the ~~other~~Proposed ~~Initial~~ Business Combination, ~~and~~or wedebt, ~~may~~or ~~effectuate our Initial Business~~not ~~Combination~~all ~~using the proceeds~~ of ~~such offering rather than using~~ the ~~amounts~~funds ~~held~~released infrom the Trust Account. Inare ~~addition,~~used wefor ~~have~~payment ~~targeted,~~of ~~and~~the ~~may~~consideration in ~~the~~connection ~~future, target businesses~~ with ~~enterprise~~our ~~values~~Initial ~~that~~Business ~~are greater than we could acquire with~~Combination ~~the~~or ~~net~~used ~~proceeds~~for redemptions of ~~the~~our ~~Initial~~ Public ~~Offering and the sale of the Private Placement Warrants~~Shares, ~~and,~~we asmay aapply ~~result, if~~ the ~~cash~~balance ~~portion~~ of the ~~purchase~~cash ~~price~~released ~~exceeds~~to ~~the~~us ~~amount available~~ from the Trust Account, ~~net~~for ~~of amounts needed to satisfy any~~general ~~redemptions~~corporate ~~by Public Shareholders~~purposes, weincluding ~~may~~for bemaintenance ~~required to seek additional financing to complete the Proposed Business Combination,~~ or ~~such~~expansion ~~other Initial Business Combination. Subject to compliance with applicable securities laws, we expect to complete any other financing simultaneously with the completion~~ of ~~our~~operations ~~Initial Business Combination. In the case~~ of ~~an Initial Business Combination funded with assets other than~~ the ~~Trust~~post-business ~~Account~~combination ~~assets~~company, ~~such as~~ the ~~Proposed~~payment ~~Business~~of ~~Combination,~~principal ~~our~~or ~~proxy~~interest ~~materials~~due oron ~~tender~~indebtedness ~~offer~~incurred ~~documents~~in ~~disclosing~~completing ~~the~~our Initial Business Combination ~~would disclose the terms of the financing and~~, ~~only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability~~ to ~~raise~~fund ~~funds through~~ the ~~issuance~~purchase of ~~equity or equity-linked securities or through loans, advances or~~ other ~~indebtedness~~companies ~~in connection with the Proposed Business Combination~~ or ~~any other Initial Business Combination, including pursuant~~for toworking ~~forward purchase agreements or backstop agreements~~capital. AtAs ~~this time, we are not~~ a ~~party~~result toof ~~any~~the ~~arrangement~~previous orredemptions ~~understanding~~of ~~with~~Public ~~any~~Shares ~~third~~in ~~party~~connection with ~~respect to raising any additional funds through~~ the ~~sale~~Extensions, ofour ~~securities~~Trust orAccount ~~otherwise.~~has ~~Other than~~limited ~~pursuant~~remaining tofunds ~~the Equity Commitment Letter~~ and ~~the~~therefore Rwill ~~Investments~~not ~~Convertible~~be ~~Note,~~a ~~none~~material source of ~~our~~financing ~~Sponsor,~~for ~~officers, directors or shareholders are required to provide~~ any ~~financing to us in connection with or after our~~ Initial Business Combination.

11We may need to obtain additional financing to complete our Initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of our Public Shares upon completion of the Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Initial Business Combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our Initial Business Combination. We are seeking to obtain additional financing in connection with the Proposed Business Combination.

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Sources of Target Businesses

As described ~~discussed elsewhere in this annual report~~above, we intend to complete the Proposed Business Combination with ~~APRINOIA~~iRocket. However, if we do not complete the Proposed Business Combination and instead seek another Initial Business Combination, target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read our filings with the SEC and know what types of businesses we are targeting. If we do not complete the Proposed Business Combination and instead seek another Initial Business Combination, our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, if we do not complete the Proposed Business Combination and instead seek another Initial Business Combination, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction~~, in which case any such fee will be paid out of the funds held in the Trust Account~~. No finder was engaged, and no finder fee will be paid, in connection with the Proposed Business Combination. In no event, ~~however,~~ will our Sponsor or any of our existing officers or directors, or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of of any other Initial Business Combination (regardless of the type of transaction that it is).

Commencing March 16, 2021, we have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an Initial Business Combination, including the Proposed Business Combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our Initial Business Combination. No such arrangements were entered in connection with the Proposed Business Combination; however, our President, Chief Executive Officer and Chairman, Wilbur L. Ross, Jr., is expected to serve as a director of PubCo following the Proposed Business Combination. The presence or absence of any such fees or arrangements was not used as a criterion in our selection process for APRINOIA, and will not be used as a criterion in our selection process of any other acquisition candidate.13

WeTable are not prohibited from pursuing an Initial Business Combination with a company that is affiliated with our Sponsor, founders, officers or directors. In the event we seek to complete our Initial Business Combination with a company that is affiliated with our Sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such Initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context. The Proposed Business Combination is not a transaction with a company that is affiliated with our Sponsor, or any of our founders, officers or directors.Contents

Commencing March 16, 2021, we have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an Initial Business Combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our Initial Business Combination. Except that we have the right to designate one director to the initial post-closing board of directors of Holdco, no such arrangements were entered in connection with the Proposed Business Combination. The presence or absence of any such fees or arrangements was not used as a criterion in our selection process for iRocket, and will not be used as a criterion in our selection process of any other acquisition candidate.

We are not prohibited from pursuing an Initial Business Combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our Initial Business Combination with a company that is affiliated with our Sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such Initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion in any other context. The Proposed Business Combination is not a transaction with a company that is affiliated with our Sponsor, or any of our officers or directors.

If any of our officers or directors becomes aware of an Initial Business Combination opportunity that falls within the line of business of any entity to which he or she has then-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

12Evaluation of a Target Business and Structuring of an Initial Business Combination

In evaluating iRocket, we conducted a due diligence review of iRocket, which included: (i) extensive meetings with iRocket’s management teams and representatives regarding iRocket’s operations, major customers, financial prospects and other customary due diligence matters; (ii) legal and commercial review of iRocket’s material business contracts, books and records, government regulations and filings, intellectual property and information technology; (iii) financial due diligence and analysis of iRocket; and (iv) research on the industry in which iRocket operates. In evaluating any other prospective target business, we expect to conduct a due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. We have expended considerable time, and incurred considerable costs, to select and evaluate iRocket and to structure and pursue completion of the Proposed Business Combination, and other prospective Initial Business Combinations. The time required to select and evaluate any other target business and to structure and complete any other Initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our Initial Business Combination, such as the transaction contemplated by the Terminated Business Combination Agreement, is not ultimately completed results in our incurring losses and reduces the funds we can use to complete another Initial Business Combination. The Company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our Initial Business Combination.

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Evaluation of a Target Business and Structuring of the Proposed Business Combination

In evaluating APRINOIA, we conducted a due diligence review of APRINOIA, which included: (i) extensive meetings with APRINOIA’s management teams and representatives regarding APRINOIA’s operations, major customers, financial prospects and other customary due diligence matters; (ii) legal and commercial review of APRINOIA’s material business contracts, books and records, government regulations and filings, intellectual property and information technology; (iii) financial due diligence and analysis of APRINOIA with the assistance of its financial advisors; and (iv) research on the industry in which APRINOIA operates. In evaluating any other prospective target business, we expect to conduct a due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

We have expended considerable time, and incurred considerable costs, to select and evaluate APRINOIA and to structure and pursue completion of the Proposed Business Combination. The time required to select and evaluate any other target business and to structure and complete any other Initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our Initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The Company will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our Initial Business Combination.

Lack of Business Diversification

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

•● subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after the Proposed Business Combination or another Initial Business Combination; and

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

Limited Ability to Evaluate the Target’s Management Team

Although we ~~closely~~ scrutinized the management of ~~APRINOIA~~iRocket when evaluating the desirability of ~~effecting~~ the Proposed Business Combination, and would ~~closely~~ scrutinize the management of ~~any~~a ~~other~~ prospective target business when evaluating the desirability of effecting ~~any~~our ~~other~~ Initial Business Combination with that business, our assessment of ~~the APRINOIA~~iRocket’s management, or such other target business’s management, may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. The ~~determination~~ determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our Initial Business Combination. While it is possible that one or more of our officers or directors will remain associated in some capacity with us following our Initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our Initial Business Combination. Moreover, we cannot assure investors that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.

We cannot assure investors that any of our key personnel will remain in senior management or advisory positions with ~~PubCo~~the Holdco or any other combined company. The determination as to whether any of our key personnel will remain with ~~PubCo~~Holdco or any other combined company will be made at the time of the Proposed Business Combination or such other Initial Business Combination.

Following the Proposed Business Combination or another Initial Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure investors that we, Holdco or any other combined company will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

13Shareholders May Not Have the Ability to Approve Our Initial Business Combination

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

Although we do not intend to do so in connection with the Proposed Business Combination, we may conduct redemptions for any other Initial Business Combination without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Charter. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

~~Under~~The Company’s securities have been delisted from the NYSE. The Company does not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders will face significant material adverse consequences as a result of the Company’s securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated, and liquidity in the Company’s securities is severely limited, because the Company’s securities are not quoted on an over-the-counter market. See “Item 1A. Risk Factors—The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting.” As noted above, our securities are not currently listed on NYSE, Nasdaq or another national securities exchange and are not expected to be so listed prior to the time we consummate the Proposed Business Combination or another Initial Business Combination, if at all. However, if our securities are at the applicable time listed on NYSE, Nasdaq or another national securities exchange, the rules of such exchange may require shareholder approval for certain Initial Business Combinations. For example, under Nasdaq’s listing rules, shareholder approval would typically be required for any Initial Business Combination if, for example:

•● We issue ordinary shares that will be equal to or in excess of 20% of the number or voting power of our ordinary shares then- outstanding (other than in a public offering);

•● Any of our directors, officers or substantial security holder (as defined by ~~the NYSE rules~~Nasdaq) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder); or

~~• The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.~~15

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●

The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

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

•● the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the Company at a disadvantage in the transaction or result in other additional burdens on the Company;

•● the expected cost of holding a shareholder vote;

•● the risk that the shareholders would fail to approve the Initial Business Combination;

•● other time and budget constraints of the Company; and

•● additional legal complexities of an Initial Business Combination that would be time-consuming and burdensome to present to shareholders.

We intend to seek shareholder approval in connection with the Proposed Business Combination. As our Sponsor owns 98.2% of our ordinary shares, we will obtain shareholder approval of the Proposed Business Combination, or any other Initial Business Combination, regardless of how Public Shareholders vote.

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

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our Initial Business Combination, ~~including~~ including the Proposed Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and ~~not~~net ~~previously~~of ~~released~~taxes topaid usor ~~to pay our income taxes~~payable, if any, divided by the number of then-outstanding Public Shares, subject to the limitations described herein. For illustrative purposes, as of ~~March~~June 3130, ~~2023~~2025, the amount in the Trust Account was approximately $1011.26 83 per Public Share. The per-share amount we will distribute to investors who properly redeem their Public Shares will not be reduced by ~~the~~ the deferred underwriting commissions we will pay to the underwriters of our Initial Public Offering, if any. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its Public Shares. There will be no redemption rights upon the completion of our Initial Business Combination with respect to our Warrants. Further, we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its Public Shares, if the Proposed Business Combination or another Initial Business Combination does not close. Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of our Initial Business Combination and (ii) a shareholder vote to approve an amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with our Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the ~~our~~Proposed Business Combination or another Initial Business Combination by ~~September~~March 16, ~~2023~~2026 or (B) with respect to any other provision relating to the rights of Public Shareholders or pre-Initial Business Combination activity.

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Limitations on Redemptions

~~Our Charter provides that in no event will~~ If we ~~redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we~~ do not ~~then~~ ~~become~~complete ~~subject~~the toProposed ~~the~~Business ~~SEC’s~~Combination ~~“penny~~and ~~stock”~~instead ~~rules).~~seek ~~Although~~to ~~the~~complete ~~Proposed~~another Initial Business Combination ~~does not~~, ~~any~~such other Initial Business Combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of such Initial Business Combination. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of such Initial Business Combination exceed the aggregate amount of cash available to us, we will not complete such Initial Business Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof.

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Manner of Conducting Redemptions

We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our Initial Business Combination, including the Proposed Business Combination, either (i) in connection with a shareholder meeting called to approve the Initial Business Combination, ~~as we intend to do in connection with the Proposed Business Combination~~ or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of any Initial Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our Company where we do not survive, such as the Proposed Business Combination, ~~and any transactions where we issue more than 20% of our issued and outstanding ordinary shares~~ or seek to amend our Charter would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons. SoThe ~~long~~Company’s securities have been delisted from the NYSE. The Company does not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders will face significant material adverse consequences as wea ~~maintain~~result of the Company’s securities not being listed on a ~~listing~~national ~~for~~securities ~~our~~exchange. Such material adverse consequences are exacerbated, and liquidity in the Company’s securities is severely limited, because the Company’s securities are not quoted on an over-the-counter market. See “Item 1A. Risk Factors —The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting. ” and “Item 1A. Risk Factors – Even if the Company re-lists its securities on Nasdaq, Nasdaq may delist the Company’s securities from trading on its exchange for a number of reasons, including because the extension of the Company’s deadline to complete an Initial Business Combination contravenes Nasdaq rules, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.” Unless our securities are then listed on NYSE, Nasdaq or another national securities exchange, we will not be required to comply with the ~~NYSE~~ rules of such exchange. Our Public Shareholders will have the opportunity to redeem all or a portion of their Public Shares upon the completion of the Proposed Business Combination in connection with a shareholder meeting to be called to approve the Proposed Business Combination.

If we hold a shareholder vote to approve our Initial Business Combination, as we intend to do in connection with the Proposed Business Combination, we will, pursuant to our Charter:

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

•● file proxy materials with the SEC.

In the event that we seek shareholder approval of our Initial Business Combination, as we intend to do in connection with the Proposed Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the redemption rights described above upon completion of the Proposed Business Combination or such other Initial Business Combination.

If we seek shareholder approval, as we intend to do in connection with the Proposed Business Combination, we will complete our Initial Business Combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Initial Business Combination. ~~Our~~In such case, our Sponsor and each member of our management team have agreed ~~pursuant~~ to ~~the letter agreement, and, in the case of the Proposed Business Combination, the Sponsor Support Agreement, to~~ vote their Founder Shares and Public Shares in favor of ~~our~~the Proposed Business Combination or any other Initial Business Combination. Following the redemptions of Public Shares in connection with implementation of the ~~Extension Amendment~~Extensions, only 6155,~~380,902~~614 Public Shares remain outstanding. As a result, we will not need any of the remaining Public Shares sold in the Initial Public Offering to be voted in favor of an Initial Business Combination ~~in order to have our Initial Business Combination~~, including the Proposed Business Combination, approved. However, the structure of the Proposed Business Combination contemplates that as a result of the Initial Merger, the Company will be merged with and into Merger Sub 1, with Merger Sub 1 surviving. Approval of the Initial Merger requires a special resolution, being the affirmative vote of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the Company. As a result, in ~~addition~~order to ~~the~~have ~~Founder~~our ~~Shares, we would need 1,378,935, or 21.6% (assuming all issued and outstanding shares are voted), of the remaining 6,380,902 Public Shares to be voted in favor of the~~ Initial ~~Merger in order to proceed with the Proposed~~ Business Combination~~. If only the minimum number of shares representing a quorum are voted~~, weincluding ~~will not need any of~~ the ~~remaining Public Shares to be voted in favor of the Initial Merger in order to proceed with the~~ Proposed Business Combination, approved.

15Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against an Initial Business Combination, including the Proposed Business Combination, or vote at all. In addition, our Sponsor and each member of our management team have entered into an agreement with us pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of any Initial Business Combination, including the Proposed Business Combination and (ii) a shareholder vote to approve an amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with our Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026 or (B) with respect to any other provision relating to the rights of our Public Shareholders or pre-Initial Business Combination activity.

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Each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the Proposed Business Combination or such other Initial Business Combination or vote at all. In addition, our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of any Initial Business Combination and (ii) a shareholder vote to approve an amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with our Initial Business Combination or to redeem 100% of our Public Shares if we do not complete our Initial Business Combination by September 16, 2023 or (B) with respect to any other provision relating to the rights of our Public Shareholders or pre-Initial Business Combination activity.

If, for an Initial Business Combination other than the Proposed Business Combination, we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our Charter:

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

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

Upon the public announcement of such an Initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A Ordinary Shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least twenty business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our Initial Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more Public Shares than we have offered to purchase, we will withdraw the tender offer and not complete such Initial Business Combination.

Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our Initial Business Combination, as we plan to do for the Proposed Business Combination, and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our Charter provides 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 remaining shares sold in the Initial Public Offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Initial Business Combination, including the Proposed Business Combination, as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the remaining shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the remaining shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our Initial Business Combination, particularly in connection with an Initial Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our Initial Business Combination.

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Permitted Purchases and Other Transactions with Respect to Our Securities

If we seek shareholder approval of any Initial Business Combination, as we plan to do in connection with the Proposed Business Combination, and we do not conduct redemptions in connection with ~~the Proposed Business Combination or~~ such ~~other~~ Initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of ~~the~~an ~~Proposed Business Combination or such other~~ Initial Business Combination, although they are under no obligation or duty to do so.

Any such price per share may be different than the amount per share a Public Shareholder would receive if it elected to redeem its Public Shares in connection with ~~the Proposed Business Combination or~~ such ~~other~~ Initial Business Combination. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, executive officers, advisors or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that, if Rule 10b-18 would apply to purchases by the Sponsor, directors, executive officers, advisors or their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time at or prior to the Proposed Business Combination or such other Initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Proposed Business Combination or such other Initial Business Combination or not redeem their Public Shares. None of the funds held in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions prior to completion of the Proposed Business Combination or such other Initial Business Combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Proposed Business Combination or such other Initial Business Combination, (2) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval or (3) 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. Any such purchases of our securities may result in the completion of the Proposed Business Combination or another Initial Business Combination that may not otherwise have been possible.18

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The purpose of any such transactions could be to (1) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval or (2) 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. Any such purchases of our securities may result in the completion of the Proposed Business Combination or another Initial Business Combination that may not otherwise have been possible.

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

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

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Our Sponsor, directors, executive officers, advisors or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, directors, executive officers, advisors or their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•● ~~our~~the registration statement/proxy statement filed for the Proposed Business Combination or any other Initial Business Combination would disclose the possibility that our Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

•● if our Sponsor, directors, executive officers, advisors or their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process;

•● ~~our~~the registration statement/proxy statement filed for the Proposed Business Combination or any other Initial Business Combination would include a representation that any of our securities purchased by our Sponsor, directors, executive officers, advisors or their affiliates would not be voted in favor of approving the Proposed Business Combination or such other Initial Business Combination;

•● our Sponsor, directors, executive officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

•● we would disclose in a Form 8-K, before our security holder meeting to approve the Proposed Business Combination or such other Initial Business Combination, the following material items:

the amount of our securities purchased outside of the redemption offer by our Sponsor, directors, executive officers, advisors and their affiliates, along with the purchase price;

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the purpose of the purchases by our Sponsor, directors, executive officers, advisors and their affiliates;

the impact, if any, of the purchases by our s Sponsor, directors, executive officers, advisors and their affiliates and their affiliates on the likelihood that the Proposed Business Combination or other Initial Business Combination will be approved;

the identities of our security holders who sold to our Sponsor, directors, executive officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, executive officers, advisors and their affiliates; and

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

Please see “Risk Factors — If we seek shareholder approval of our Initial Business Combination, as we intend to do in connection with the Proposed Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on any Initial Business Combination, including the Proposed Business Combination, and reduce the public “float” of our Class A Ordinary Shares or Public Warrants.”

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

Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using ~~The~~ The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the Proposed Business Combination or ~~other~~another Initial Business Combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our Public Shares in connection with the Proposed Business Combination or other Initial Business Combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a Public Shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the ~~Initial~~Proposed Business Combination or other Initial Business Combination if we distribute proxy materials, as ~~we plan to do in connection with the Proposed Business Combination, as~~ applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their Public Shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $100.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by some other blank check companies. In order to perfect redemption rights in connection with their business combinations, some other blank check companies would distribute proxy materials for the shareholders’ vote on an Initial Business Combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the Proposed Business Combination or other Initial Business Combination, unless otherwise agreed to by us. Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the completion of the Proposed Business Combination or any other Initial Business Combination.

If our Initial Business Combination, including the Proposed Business Combination, is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their shares.20

If the Proposed Business Combination is not completed, we may continue to try to complete another Initial Business Combination with a different target until September 16, 2023.

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If the Proposed Business Combination is not completed, we may continue to try to complete another Initial Business Combination with a different target until March 16, 2025.

Redemption of Public Shares and Liquidation If No Initial Business Combination

Our Charter provides that we have until ~~September~~March 16, ~~2023~~2026 to consummate an Initial Business Combination. If we have not consummated the Proposed Business Combination or another Initial Business Combination by ~~September~~March 16, ~~2023~~2026 (or such later date as may be provided pursuant to another amendment to our Charter), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) 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~~ expire worthless if we fail to consummate the Proposed Business Combination or another Initial Business Combination by ~~September~~March 16, ~~2023~~2026 (or such later date as may be provided pursuant to another amendment to our Charter). Our Charter provides that, if we wind up for any other reason prior to the consummation of ~~the~~an ~~Proposed Business Combination or another~~ Initial Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (including the Class A Conversion Shares) they hold if we fail to consummate the Proposed Business Combination or another Initial Business Combination by ~~September~~March 16, ~~2023~~2026 (or such later date as may be provided pursuant to another amendment to our Charter), although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete the Proposed Business Combination or another Initial Business Combination within the prescribed time frame).

Our Sponsor, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with the Proposed Business Combination or another Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by ~~September~~March 16, ~~2023~~2026 (or such later date as may be provided pursuant to another amendment to our Charter) or (B) with respect to any other provision relating to the rights of Public Shareholders 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 the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of ~~the~~ then-outstanding Public Shares. 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 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of Public Shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our Public Shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer or director, or any other person.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from a limited amount of funds held outside the Trust Account plus up to $100,000 of funds from the Trust Account available to us to pay taxes payable and dissolution expenses, although we cannot assure investors that there will be sufficient funds for such purpose.

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

2021

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Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. ~~The~~Except ~~underwriters~~for the waiver by one of the underwriters of its entitlement to a deferred underwriting fee for our Initial Public Offering, ~~have~~the underwriters of the Initial Public Offering have not executed, and will not execute, an agreement with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business, such as ~~APRINOIA~~iRocket, that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure shareholders that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure shareholders that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per Public Share.

We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. ~~APRINOIA~~iRocket and ~~PubCo~~Holdco executed ~~such~~ a waiver in connection with the Proposed Business Combination. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We have limited access to ~~a limited amount of~~ funds ~~following the Initial Public Offering and the sale of the Private Placement Warrants~~ with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure shareholders we will be able to return $10.00 per Public Share to our Public Shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure shareholders that claims will not be brought against us for these reasons.

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Our Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by ~~September~~March 16, ~~2023~~2026 (or such later date as may be provided pursuant to another amendment to our Charter), (ii) in connection with a shareholder vote to amend our Charter (A) to modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with the Proposed Business Combination or another Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by ~~September~~March 16, ~~2023~~2026 (or such later date as may be provided pursuant to another amendment to our Charter) or (B) with respect to any other provision relating to the rights of Public Shareholders or pre- Initial Business Combination activity, or (iii) if they redeem their respective shares for cash ~~upon~~ ~~the~~in ~~completion~~connection of with the Proposed Business Combination or another Initial Business Combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with the Proposed Business Combination or another Initial Business Combination, a shareholder’s voting inagainst ~~connection with the Proposed Business Combination or~~ such ~~other~~ Initial Business Combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of our Charter, like all provisions of our Charter, may be amended with a shareholder vote.

Facilities

We currently maintain our executive offices at 11177 ~~Pelican~~Avenue ~~Lane~~of the Americas, ~~Palm~~5th ~~Beach~~Floor, FLNew ~~33480~~York, NY 10036. The cost for this space is included in the $10,000 per month fee that we pay an affiliate of our Sponsor for office space, administrative and support services.

Employees and Human Capital

We currently have ~~three~~two officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed the Proposed Business Combination or another Initial Business Combination. The amount of time that any such person will devote in any time period to ~~our~~the Company will vary based on whether a target business has been selected for ~~our~~the Proposed Business Combination or another Initial Business Combination and the current stage of the business combination process.

Competition

In identifying, evaluating and selecting ~~APRINOIA~~iRocket for the Proposed Business Combination, we encountered, and if we need to identify, evaluate and select another target business for our Initial Business Combination, we expect to continue to encounter, intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other special purpose acquisition companies, the vast majority of which are listed on a national securities exchange, and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.

Some of these competitors may possess greater resources or more specialized industry knowledge related to a specific business combination target than we do and our financial resources will be relatively limited when contrasted with those of some of these competitors. Additionally, the number of blank check companies looking for business combination targets has increased compared to ~~recent~~some past years and many of these blank check companies are sponsored by entities or persons that have significant experience with completing business combinations. While we believe there are ~~numerous~~ target businesses we could potentially acquire ~~with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants~~, our ability to compete with respect to the acquisition of certain target businesses that are sizable may be limited by our available financial resources. This ~~inherent~~risk is exacerbated by the prior redemptions of Public Shares in connection with the Extensions. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our Public Shares the right to redeem their shares for cash at the time of ~~any~~an ~~other~~ Initial Business Combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for any ~~other~~ Initial Business Combination. Any of these obligations may ~~place~~ place us at a competitive disadvantage in successfully negotiating ~~any~~an ~~other~~ Initial Business Combination.

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Emerging Growth Company

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following March 16, 2026, (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 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 issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. Investors should consider carefully all of the risks described below, together with the other information contained in this annual report and our 424(b)(3) prospectus dated March 11, 2021 relating to our Initial Public Offering (the “IPO Prospectus”). If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and investors could lose all or part of their investment.

Summary of Risk Factors

The risk factors summarized below could materially harm our business, operating results and/or financial condition, impair our future prospects and/or cause the price of our ordinary shares to decline. These risks are discussed more fully following this summary. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, the following:

• While we intend to submit the Proposed Business Combination to a vote of our shareholders, if we are not able to complete the Proposed Business Combination and seek an alternate Initial Business Combination, or decide not to submit the Proposed Business Combination to a vote of our shareholders, our shareholders may not be afforded an opportunity to vote on our proposed Initial Business Combination, which means we may complete our Initial Business Combination, including the Proposed Business Combination, even though a majority of our shareholders do not support such a combination.

• Our shareholders’ only opportunity to affect the investment decision regarding a potential Initial Business Combination, including the Proposed Business Combination, may be limited to the exercise of their right to redeem their shares from us for cash.

• If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, our Sponsor and members of our management team have agreed to vote in favor of such Initial Business Combination, regardless of how our Public Shareholders vote.

• The ability of our remaining Public Shareholders to redeem their shares for cash, and the completed redemptions of Public Shares in connection with the Extension, may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an Initial Business Combination with a target.

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• Our search for an Initial Business Combination, and any target business, including APRINOIA, with which we ultimately consummate an Initial Business Combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets.

• We may not be able to complete the Proposed Business Combination or another Initial Business Combination by September 16, 2023, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

• If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Public Shares or Public Warrants.

• A shareholder will not be entitled to protections normally afforded to investors of many other blank check companies.

• If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate until at least September 16, 2023, we may be unable to complete the Proposed Business Combination or another Initial Business Combination, and we may have to depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete the Proposed Business Combination or another Initial Business Combination.

• 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.

• To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we have, on or around the 24-month anniversary of the effective date of our IPO registration statement, instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of an Initial Business Combination (including the Proposed Business Combination) or our liquidation. As a result, following the liquidation of investments in the Trust Account, we expect to receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company.

• The SEC has issued proposed rules relating to certain activities of special purpose acquisition companies (“SPACs”). Certain of the procedures that we, APRINOIA or another potential Initial Business Combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete a Business Combination, including the Proposed Business Combination, and may constrain the circumstances under which we could complete an Initial Business Combination, including the Proposed Business Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.

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

• Our Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that shareholders do not support. Similarly, following the consummation of the Proposed Business Combination or another Initial Business Combination, one or more shareholders of the target may have a substantial interest in the combined company and may require us to enter into agreements or other arrangements with respect to board composition and for designation rights.

• If we pursue a target company with operations or opportunities outside of the United States for our Initial Business Combination, as with the Proposed Business Combination, we may face additional burdens in connection with investigating, agreeing to and completing the Proposed Business Combination or such other Initial Business Combination, and if we effect the Proposed Business Combination or such other Initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.

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•Item 1A ~~Any~~Risk ~~failure to maintain effective internal control over financial reporting could harm us~~Factors.

•An investment ~~Our~~in ~~independent~~our ~~registered~~securities ~~public~~involves ~~accounting~~a ~~firm’s~~high ~~report~~degree ~~contains~~of anrisk. ~~explanatory~~Investors ~~paragraph~~should ~~that~~consider ~~expresses~~carefully ~~substantial~~all ~~doubt~~of ~~about~~the risks described below, together with the other information contained in this Annual Report and our ~~ability~~424(b)(3) prospectus dated March 11, 2021 relating to ~~continue~~our asInitial Public aOffering (the “~~going~~IPO ~~concern.~~Prospectus”). If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, investors could lose all or part of their investment.

•Risks Related ~~Our~~to ~~executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with~~ our ~~interests.~~Operations

•The Company Ifis wenot doin ~~not~~compliance ~~complete~~with ~~the~~SEC ~~Proposed~~reporting ~~Business~~requirements ~~Combination~~under ~~with~~the ~~APRINOIA,~~Exchange weAct. ~~may~~Our ~~engage~~failure into anprepare ~~Initial~~and ~~Business~~timely ~~Combination~~file periodic reports with ~~one~~the orSEC ~~more~~limits ~~target~~our ~~businesses~~access ~~that~~to ~~have~~the ~~relationships~~public ~~with~~markets ~~entities~~to ~~that~~raise ~~may~~debt beor ~~affiliated~~equity ~~with~~capital. ~~our~~If ~~Sponsor,~~we ~~executive~~are ~~officers~~unable to regain and maintain compliance with SEC reporting requirements, ~~directors~~there orwill ~~initial~~be ~~shareholders~~a ~~which~~material ~~may~~adverse ~~raise~~effect ~~potential~~on ~~conflicts~~us ofand ~~interest~~our investors.

•We failed ~~Since~~to ~~our~~timely ~~Sponsor,~~file ~~executive~~our ~~officers~~periodic ~~and~~reports ~~directors will lose their entire investment~~ in usaccordance ifwith the ~~Proposed~~rules ~~Business~~of ~~Combination~~the orSEC ~~another~~for ~~Initial~~the ~~Business~~years ~~Combination~~ended isDecember ~~not~~31, ~~completed~~2023 ~~(other~~and ~~than~~2024, ~~with~~nor for ~~respect~~the toquarterly ~~Public~~periods ~~Shares~~ended ~~they~~March ~~may~~31, ~~hold)~~2024, aJune ~~conflict~~30, of2024, ~~interest~~September ~~may~~30, ~~arise~~2024, inMarch ~~determining~~31, ~~whether~~2025 ~~APRINOIA~~and orJune ~~another~~30, ~~particular business combination target is appropriate for our Initial Business Combination~~2025.

•As a Weresult ~~are~~of aour ~~special~~failure ~~purpose~~to ~~acquisition~~timely ~~company~~file ~~with~~such noreports, ~~operating~~shareholders ~~history~~and/or prospective investors did have complete and nocurrent ~~revenues~~business and financial information about the Company. Therefore, shareholders and/or prospective investors ~~have~~were nonot ~~basis~~able onto ~~which~~properly evaluate our securities and the general status of the Company due to ~~evaluate~~the ~~our~~inadequate ~~ability~~public information available about the Company. Further, we will not be able to ~~achieve~~complete the Proposed Business Combination, or any other Initial Business Combination until we have become current in our ~~business~~filing ~~objective~~obligations under the Exchange Act.

•Moreover, due ~~Past~~to ~~performance~~our bydelinquency in our ~~management~~reporting ~~team~~obligations, orwe ~~their~~could ~~respective~~be ~~affiliates~~subject ~~may~~to ~~not~~an beadministrative ~~indicative~~hearing to revoke the registration of ~~future~~our securities ~~performance~~under Section 12(g) of the Exchange Act. If the SEC brought an administrative action against us, it is likely that we would cease being a public company. In that event, our management’s ability to continue operations would be severely affected and holders of our securities might lose their entire investment in usthe Company.

~~Risks~~This Comprehensive ~~Relating~~Form 10-K is being filed in an effort to become current in our filing obligations under the Exchange Act. Our ~~Business~~efforts to become current require substantial management time and attention as well as additional accounting and legal expense. In addition, if we are unable to become current in our filings with the ~~Initial~~SEC, ~~Business~~we ~~Combination~~may face several adverse consequences. If we are unable to remain current in our filings with the SEC, investors in our securities will not have information regarding our business and financial condition with which to make decisions regarding investment in our securities. In addition, we will not be able to have a registration statement under the Securities Act covering a public offering of securities declared effective by the SEC and will not be able to make offerings pursuant to existing registration statements pursuant to certain “private placement” rules of the SEC under Regulation D to any purchasers not qualifying as “accredited investors.” These restrictions could adversely affect our business, financial condition and results of operations.

~~While~~The Company’s wesecurities ~~intend~~have tobeen ~~submit~~delisted from the ~~Proposed~~NYSE. ~~Business~~As ~~Combination to a vote~~ of ~~our shareholders, if we are not able to complete~~ the ~~Proposed~~date ~~Business Combination~~of ~~and~~this ~~seek~~Annual ~~an alternate Initial Business Combination~~Report, ~~or decide not to submit~~ the ~~Proposed~~Company’s ~~Business~~securities ~~Combination to a vote of our shareholders, our shareholders may~~ are not bequoted ~~afforded~~on an ~~opportunity~~over-the-counter tomarket. ~~vote~~The onCompany ~~our~~and ~~proposed~~its ~~Initial~~shareholders ~~Business Combination,~~face ~~which means we may complete our Initial Business Combination~~significant, ~~including~~material ~~the~~adverse ~~Proposed~~consequences ~~Business~~as ~~Combination, even though~~ a ~~majority~~ result of ~~our~~the ~~shareholders~~Company’s docontinued ~~not support such a combination~~delisting.

WeFollowing suspension ~~may~~of ~~choose~~trading ~~not~~on toMarch ~~hold~~18, a2024, ~~shareholder~~the ~~vote~~Company’s ~~before~~securities wewere ~~complete~~delisted ~~our~~from ~~Initial~~the ~~Business~~NYSE ~~Combination~~effective ifApril 15, 2024. As of the date ~~Initial~~of ~~Business~~this ~~Combination~~Annual ~~would~~Report, the Company’s securities are not ~~require~~quoted ~~shareholder~~on ~~approval~~an over-the-counter market. The Company and its shareholders ~~under~~will ~~applicable~~face ~~law~~significant ormaterial ~~stock~~adverse ~~exchange~~consequences ~~listing~~as ~~requirement.~~a ~~For~~result ~~instance,~~of ifthe weCompany’s ~~were~~securities ~~seeking~~not tobeing ~~acquire~~listed on a ~~target~~national ~~business~~securities exchange. ~~where~~Such ~~the~~material ~~consideration~~adverse weconsequences ~~were~~are ~~paying~~exacerbated, and liquidity in the ~~transaction~~Company’s ~~was~~securities ~~all~~is ~~cash~~severely limited, webecause the ~~would~~Company’s ~~typically~~securities are not bequoted ~~required~~on toan ~~seek shareholder~~over-the-counter ~~approval~~market. toThe ~~complete~~NYSE ~~such~~Listed aCompany ~~transaction~~Manual Section 102.06(e) ~~Except~~requires that ~~for~~a SPAC, such as ~~required~~the byCompany, ~~applicable~~must ~~law~~complete one or ~~stock~~more ~~exchange~~business ~~listing~~combinations ~~requirement,~~within ~~the~~three ~~decision~~years asof toits ~~whether~~initial wepublic ~~will~~offering ~~seek~~(the “NYSE ~~shareholder~~Deadline”). ~~approval~~Since ofthe Company was unable to complete an Initial Business Combination orby ~~will~~the ~~allow~~NYSE Deadline, which ~~shareholders~~was toMarch ~~sell~~16, ~~their~~2024, ~~Public~~its ~~Shares~~securities towere ussuspended inand asubsequently ~~tender~~delisted ~~offer~~from ~~will~~the beNYSE ~~made~~due byto ~~us,~~non-compliance ~~solely~~with insuch ~~our~~requirement. As ~~discretion,~~the ~~and~~Company ~~will~~has benot ~~based~~been onable ato ~~variety~~re-list ofits ~~factors,~~securities ~~such~~on asNasdaq ~~the~~or ~~timing~~another ofnational securities exchange the ~~transaction~~Company lost, and ~~whether~~will likely ~~the~~continue ~~terms~~to oflose, ~~the~~any ~~transaction~~active ~~would otherwise~~trading ~~require~~market usfor toits ~~seek~~securities, ~~shareholder~~as ~~approval.~~its ~~Accordingly,~~securities wewill ~~may~~only ~~complete~~be ~~our~~quoted ~~Initial~~on ~~Business~~one ~~Combination~~of the over-the-counter markets, ~~including~~if at all. It is anticipated that the ~~Proposed~~Company ~~Business~~is ~~Combination,~~facing ~~even~~or ifwill ~~holders~~face ofsignificant material adverse consequences as a ~~majority~~result of the ~~our~~Company’s ~~issued~~securities ~~and~~not ~~outstanding~~being ~~ordinary~~listed ~~shares~~on doa ~~not approve~~national ofsecurities ~~the~~exchange, ~~Initial~~including ~~Business~~one ~~Combination~~or wemore ~~complete.~~of the following:

~~Please~~● ~~see~~a ~~the~~limited ~~section~~availability ~~entitled~~of ~~“Item~~market 1.quotations ~~Business-Shareholders~~for ~~May Not Have~~ the ~~Ability~~Company’s ~~to Approve Our Initial Business Combination” for additional information.~~securities;

~~Our~~● ~~shareholders’~~significantly ~~only~~reduced ~~opportunity~~liquidity toand ~~affect~~efficiency ~~the~~of ~~investment decision regarding a potential Initial Business Combination, including~~ the ~~Proposed~~trading ~~Business Combination,~~market ~~may~~for ~~be limited to~~ the ~~exercise~~Company’s ~~of their right to redeem their shares from us for cash.~~securities;

Our shareholders will not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete an Initial Business Combination without seeking shareholder approval, Public Shareholders may not have the right or opportunity to vote on the Initial Business Combination, unless we seek such shareholder approval, as we currently expect to do in connection with the Proposed Business Combination. Accordingly, if we do not seek shareholder approval, a shareholder’s only opportunity to affect the investment decision regarding the Initial Business Combination may be limited to exercising their redemption rights within the period of time (which will be at least twenty business days) set forth in our tender offer documents mailed to our Public Shareholders in which we describe our Initial Business Combination.

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If● wethe ~~seek~~price ~~shareholder approval~~ of ~~our~~the ~~Initial~~Company’s ~~Business~~securities ~~Combination,~~is aslikely ~~we expect~~ to dodecrease inand ~~connection~~may ~~with~~be ~~the~~subject ~~Proposed~~to ~~Business~~greater ~~Combination,~~volatility ~~our~~as ~~Sponsor and~~a ~~members~~result of ~~our~~the ~~management~~loss ~~team have agreed to vote in favor~~ of ~~such~~market ~~Initial~~efficiencies ~~Business~~associated ~~Combination,~~with ~~regardless~~NYSE ofor ~~how~~other ~~our~~trading ~~Public Shareholders vote.~~markets;

~~Our~~● ~~Sponsor~~holders ~~owns, on an as-converted basis, 57.5% of our outstanding ordinary shares. Our Sponsor and members of our management team also~~ may ~~from~~be ~~time~~unable to ~~time~~sell purchase Public Shares prior to our Initial Business Combination. In the case of the Proposed Business Combination, our Sponsor also entered into the Sponsor Support Agreement, pursuant to which it agreed to vote all of its equity securities in favor of the Proposed Business Combination and each other related proposal that we submit to our shareholders. Our Charter provides that, if we seek shareholder approval, we will complete our Initial Business Combination, including the Proposed Business Combination, only if a majority of the ordinary shares, represented in person or bypurchase ~~proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of~~ the business combination. Following the redemptions in connection with the Extension Meeting, we have 15,005,902 ordinary shares outstanding, which includes 6,380,902 Class A Ordinary Shares and 8,625,000 Founder Shares. As a result, we will not need any of the remaining Public Shares sold in the Initial Public Offering to be voted in favor of an Initial Business Combination in order to have our Initial Business Combination, including the Proposed Business Combination, approved. However, the structure of the Proposed Business Combination contemplates that as a result of the Initial Merger, the Company’s ~~will~~securities bewhen ~~merged~~they ~~with~~wish and into Merger Sub 1, with Merger Sub 1 surviving. Approval of the Initial Merger requires a special resolution, being the affirmative vote of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the Company. As a result, in addition to the Founder Shares, we would need 1,378,935, or 21.6% (assuming all issued and outstanding shares are voted), of the remaining 6,380,902 Public Shares to be voted in favor of the Initial Merger in order to proceed with the Proposed Business Combination. If only the minimum number of shares representing a quorum are voted, we will not need any of the remaining Public Shares to be voted in favor of the Initial Merger in order to proceed with the Proposed Business Combination. Accordingly, if we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, the agreement by our Sponsor and each member of our management team to vote in favor of our Initial Business Combination will increase the likelihood that we will receive the requisite shareholder approval for such Initial Business Combination, including the Proposed Business Combination.so;

~~The~~● ~~ability~~the ofCompany ~~our~~may ~~remaining~~lose ~~Public Shareholders to redeem their shares for cash, and~~ the ~~completed~~interest ~~redemptions~~ of ~~Public~~institutional ~~Shares~~investors in ~~connection~~its with the Extension, may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an Initial Business Combination with a target.securities;

~~Although~~● ~~the Business Combination Agreement with APRINOIA does not include~~ a ~~minimum~~determination ~~cash condition, if we do not complete the Proposed Business Combination, we may seek to enter into an Initial Business Combination agreement with a prospective target~~ that ~~requires as a closing condition that we have a minimum net worth or a certain amount of cash. In connection with~~ the Extension Meeting, shareholders holding 28,119,098 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account as of March 9, 2023, including any interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $287.7 million (approximately $10.23 per share) was removed from the Trust Account to pay such holders. Following the aforementioned redemptions, we have 15,005,902 ordinary shares outstanding, which includes 6,380,902 Class A Ordinary Shares ~~and~~are ~~8,625,000~~“penny ~~Founder~~stock” ~~Shares.~~which Ifwill ~~too~~require ~~many~~brokers ~~our~~trading ~~remaining~~in ~~Public~~such ~~Shareholders~~securities ~~exercise~~to ~~their~~adhere ~~redemption rights, we would not be able~~ to ~~meet~~more ~~such~~stringent ~~closing~~rules ~~condition~~ and, aspossibly a result, ~~would not be able to proceed with such Initial Business Combination. Furthermore,~~ in noa ~~event~~reduced ~~will~~level weof ~~redeem~~trading ~~our~~activity ~~Public Shares~~ in anthe ~~amount~~secondary ~~that~~trading ~~would~~market ~~cause~~for ~~our net tangible assets to be less than $5,000,001 (so that we do not then become subject to~~ the ~~SEC~~Company’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related Initial Business Combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an Initial Business Combination transaction with us.securities;

●

the Company may become subject to shareholder litigation;

●

a limited amount or complete loss of media, news and analyst coverage;

●

if the Company is not able to complete the Proposed Business Combination, the Company is likely to become a less attractive acquisition and investment vehicle with respect to an Initial Business Combination; and

●

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

We will not apply to quote our securities on an over-the-counter market until we have filed all reports required to be filed with the SEC and we will not apply to relist our securities on a national securities exchange until we have completed the Proposed Business Combination or another Initial Business Combination, if at all. This Comprehensive Form 10-K is being filed in an effort for us to become current in our filing obligations under the Exchange Act. There can be no assurance that we will be able to obtain listing of our securities on a national securities exchange. We may decide it is not in our stockholders’ best interests to apply for a listing on a national securities exchange once we become current with our SEC reporting requirements.

Further, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” The Company’s Class A Ordinary Shares, Units and Warrants have ceased to qualify as covered securities under such statute because they are no longer listed on any national securities exchange. Accordingly, we and our securities are subject to state regulation in each state in which we offer our securities. Whether or not our securities are covered securities, the states have the power 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 special purpose acquisition companies, 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. This risk may be exacerbated by the fact that our securities have ceased to qualify as covered securities.

Moreover, since being delisted from the NYSE, we are no longer subject to certain rules and regulations of the NYSE, Nasdaq or another national securities exchange. As a result, an investment in us may be more risky due to the reduced protections such rules and regulations provide shareholders. See “—We may not hold another annual meeting (or extraordinary general meeting in lieu of annual meeting) of shareholders until after the consummation of the Proposed Business Combination or another Initial Business Combination, which could delay the opportunity for our shareholders to elect directors.”

Holdco, or another, post-Initial Business Combination company may be unable to list its securities on NYSE, Nasdaq or another national securities exchange either in connection with or following the closing of the Proposed Business Combination or another Initial Business Combination.

As described above, the Company has entered into the Merger Agreement with iRocket. In connection with the closing of the contemplated transaction, the parties expect to apply to list iRocket on Nasdaq. If the Proposed Business Combination does not close, and we enter into a business combination agreement with another company or business, we expect that listing the post-Initial Business Combination company’s securities on NYSE, Nasdaq or another national securities exchange will be a closing condition to such transaction. In connection with the Proposed Business Combination or another Initial Business Combination, Holdco, the Company, or the post-combination combined company, as applicable, will be required to demonstrate compliance with Nasdaq’s, NYSE’s or another national securities exchange’s initial listing requirements in order to be listed on such exchange. Such initial listing standards are more rigorous than continued listing requirements. For instance, if Holdco, the Company, or the post-combination company, as applicable, seeks to list on the Nasdaq Global Market, the Company’s or such entity’s share price would generally be required to be at least $4.00 per share , the market value of the Company’s or such entity’s listed securities would be required to be at least $75 million, the market value of the Company’s or such entity’s unrestricted publicly held shares would be required to be at least $20 million and the Company or such entity would be required to have a minimum of 400 round lot holders of securities, with at least 50% of such round lot holders holding securities with a market value of at least $2,500. Holdco, the Company, or the post-combination company, as applicable, may find it particularly difficult to meet these initial listing requirements due to the limited number of Public Shareholders the Company currently has and the reduced amount of money in the Trust Account. The Company expects that the fact that its securities do not trade on a national securities exchange will make it more difficult to list the securities of Holdco or another post-combination company on a national securities exchange. The Company cannot assure you that it, Holdco or another combined company will be able to meet the applicable initial listing requirements at that time.

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~~The~~If the ~~ability~~Company offails ~~our~~to ~~remaining~~satisfy ~~Public~~a ~~Shareholders~~closing tocondition ~~exercise~~that ~~redemption~~requires ~~rights~~the ~~with~~securities ~~respect~~of Holdco, or another post-combination company to be listed on a ~~large~~national ~~number~~securities ofexchange, ~~our~~we ~~Public~~may ~~Shares,~~be ~~and~~unable to consummate the ~~completed~~Proposed Business Combination or another Initial Business Combination ~~redemptions~~or the securities of ~~Public~~Holdco ~~Shares~~or inanother ~~connection~~post-combination ~~with~~company ~~the~~may ~~adoption~~only be quoted on one of the ~~Extension~~over-the-counter markets, if at all, which may ~~not~~negatively ~~allow~~impact usyour toinvestment ~~complete~~for the ~~most~~reasons ~~desirable~~set forth above. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or ~~optimize~~less in certain circumstances, on the liquidation of our ~~capital~~Trust ~~structure~~Account and our Warrants will expire worthless.

InWe have ~~connection~~identified ~~with the Extension Meeting, shareholders holding 28,119,098 Public Shares exercised their right to redeem such shares for~~ a ~~pro~~material ~~rata~~weakness ~~portion of the funds held~~ in our ~~Trust~~internal ~~Account~~control asover offinancial ~~March 9, 2023, including any interest earned on the funds held in the Trust Account (net of taxes payable)~~reporting. AsIf awe ~~result,~~are ~~approximately~~unable ~~$287.7 million (approximately $10.23 per share) was removed from the Trust Account~~ to ~~pay~~develop ~~such holders. Following the aforementioned redemptions, we have 15,005,902 ordinary shares outstanding, which includes 6,380,902 Class A Ordinary Shares~~ and ~~8,625,000~~maintain ~~Founder Shares. At the time we enter into~~ an ~~agreement for our Initial~~effective ~~Business~~system ~~Combination,~~of weinternal ~~will~~control ~~not,~~over ~~and~~financial ~~at the time we entered into the Business Combination Agreement for the Proposed Business Combination~~reporting, we ~~did~~may not, ~~know~~be ~~how~~able ~~many shareholders may exercise their redemption rights, and therefore will need~~ to ~~structure~~ ~~the~~accurately ~~transaction~~report ~~based on~~ our ~~expectations~~financial asresults toin ~~the number of shares that will be submitted for redemption. If~~ a ~~large~~timely ~~number of shares are submitted for redemption~~manner, which we may ~~need~~adversely toaffect ~~restructure~~investor ~~the~~confidence ~~transaction to reserve a greater portion of the cash~~ in ~~the~~us ~~Trust~~and ~~Account~~materially orand ~~arrange~~adversely ~~for~~affect additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances, such as the issuance of the Convertible Notes, or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ~~ability~~business toand ~~complete~~operating ~~the most desirable Initial Business Combination available to us or optimize our capital structure~~results. The amount of the deferred underwriting commissions payable to the underwriters, if any, will not be adjusted for any shares that are redeemed in connection with an Initial Business Combination, including the Proposed Business Combination.

~~The~~Our management ~~ability~~is ofresponsible ~~our~~for ~~remaining~~establishing ~~Public~~and ~~Shareholders~~maintaining toadequate ~~exercise~~internal ~~redemption~~control ~~rights~~over ~~with~~financial ~~respect~~reporting designed to aprovide ~~large~~reasonable assurance ~~number~~regarding ofthe ~~our~~reliability ~~Public~~of ~~Shares,~~financial reporting and the ~~completed redemptions~~preparation of ~~Public~~financial ~~Shares~~statements infor ~~connection~~external purposes in accordance with accounting principles generally accepted in the ~~adoption~~United States of ~~the~~America ~~Extension~~(“GAAP”). ~~Amendment,~~A ~~could~~material ~~increase~~weakness ~~the~~is ~~probability~~a ~~that~~deficiency, or ~~our~~a ~~Initial~~combination ~~Business~~of ~~Combination~~deficiencies, ~~including~~in ~~the~~internal ~~Proposed~~control ~~Business~~over ~~Combination~~financial reporting, ~~would~~such bethat ~~unsuccessful~~there ~~and~~is a reasonable possibility that a material ~~shareholders~~misstatement ~~would~~of ~~have~~our toannual ~~wait~~or ~~for~~interim ~~liquidation~~financial instatements ~~order~~will tonot ~~redeem~~be ~~their~~prevented ~~shares~~or detected on a timely basis.

~~Although~~During the ~~Business~~course ~~Combination~~of ~~Agreement~~preparing the ~~with~~Quarterly ~~APRINOIA~~Report ~~does~~on ~~not~~Form ~~include~~10-Q afor ~~minimum~~the ~~cash~~three ~~condition,~~and ifsix wemonths doended ~~not~~June ~~complete~~30, ~~the~~2023, ~~Proposed~~we ~~Business~~identified ~~Combination,~~a wewaiver ~~may~~of ~~seek~~deferred tounderwriter commissions ~~enter~~which ~~into~~was anexecuted ~~Initial~~during ~~Business~~the ~~Combination~~three ~~agreement~~months ~~that~~ended ~~requires~~March us31, to2023 ~~use~~and anot ~~portion~~accounted offor. ~~the~~In ~~cash~~January in2023, ~~the~~we ~~Trust~~received ~~Account~~a towaiver ~~pay~~from one of the ~~purchase~~underwriters ~~price,~~in orwhich ~~requires~~it usindicated tothat ~~have~~it awaived ~~minimum~~its ~~amount~~entitlement ofto ~~cash~~the atpayment ~~closing.~~of Ifany wedeferred dodiscount ~~so,~~to ~~the~~be ~~probability~~paid ~~that~~under ~~our~~the ~~Initial~~terms ~~Business~~of ~~Combination~~the ~~would~~underwriting beagreement. ~~unsuccessful~~The isCompany ~~increased.~~determined ~~This~~this ~~risk~~error iswas ~~magnified~~material ~~because,~~to ~~following~~ the ~~aforementioned~~Quarterly ~~redemptions~~Report inon ~~connection~~Form ~~with~~10-Q for the ~~Extension,~~three months asended of March 31, 2023, weas ~~had~~further adiscussed ~~balance~~ in ~~cash~~our ~~and~~Quarterly ~~investments~~Report ~~held~~on ~~in trust~~Form of10-Q ~~approximately~~for ~~$65,458,680.62. If~~ the ~~Proposed~~period ~~Business~~ended ~~Combination~~June or30, ~~another Initial Business Combination is unsuccessful~~2023, ~~shareholders~~under ~~would~~Note 2 ~~not~~to ~~receive their pro rata portion of~~ the ~~funds~~Financial inStatements ~~the~~– ~~Trust~~Restatement ~~Account~~to ~~until~~Prior wePeriod ~~liquidate~~Financial ~~the Trust Account~~Statements. IfAs ~~shareholders~~part ~~are in need~~ of ~~immediate~~such ~~liquidity~~process, ~~they~~the ~~could~~Company ~~attempt~~identified a tomaterial ~~sell~~weakness ~~their shares~~ in ~~the~~its ~~open~~internal ~~market;~~controls ~~however,~~over atfinancial ~~such~~reporting ~~time~~related ~~our shares may trade at a discount~~ to the ~~pro~~accounting ~~rata~~treatment ~~amount~~of ~~per~~certain ~~share~~fees inwaived ~~the~~by ~~Trust Account. In~~the ~~either~~underwriters ~~situation,~~of ~~shareholders may suffer a material loss on their investment or lose~~ the ~~benefit~~Company’s ofInitial ~~funds~~Public ~~expected in connection with our redemption until we liquidate or they are able to sell their shares in the open market~~Offering.

~~The~~Additionally, ~~requirement~~the ~~that~~Company was weunable ~~consummate~~to antimely ~~Initial~~file ~~Business~~the ~~Combination~~periodic byfinancial ~~September~~reports ~~16,~~required ~~2023~~under ~~may~~the ~~give~~Exchange ~~potential~~Act. ~~target~~The ~~businesses~~Company ~~leverage~~is ~~over~~filing usthis ~~in negotiating~~Form an10-K ~~Initial~~for ~~Business Combination and may limit~~ the year ~~time~~ended weDecember ~~have~~31, in2024 ~~which~~as towell ~~conduct~~as ~~due~~the ~~diligence~~interim onperiod ~~potential~~financial ~~Initial~~statements ~~Business~~for ~~Combination~~March ~~targets~~31, in2025 ~~particular~~and asJune ~~we approach our dissolution deadline~~30, ~~which~~2025 ~~could~~beyond ~~undermine~~their ~~our~~required ~~ability~~due ~~to complete our Initial Business Combination on terms that would produce value for our shareholders~~dates.

~~Any~~Effective internal ~~potential~~controls ~~target~~are ~~business~~necessary ~~with~~for ~~which~~us weto ~~enter~~provide ~~into~~reliable ~~negotiations~~financial ~~concerning~~reports anand ~~Initial~~prevent ~~Business~~fraud. ~~Combination~~We ~~will~~continue to evaluate steps to remediate the material weakness. These remediation measures may be ~~aware~~time ~~that~~consuming weand ~~must~~costly ~~consummate~~and anthere ~~Initial~~is ~~Business~~no assurance that these initiatives will ~~Combination~~ultimately byhave ~~September~~the ~~16,~~intended ~~2023~~effects. ~~Consequently,~~A ~~such~~material ~~target~~weakness ~~business~~could ~~may~~limit ~~obtain~~our ~~leverage~~ability ~~over~~to usprevent inor ~~negotiating~~detect ana ~~Initial~~misstatement ~~Business~~of ~~Combination,~~our ~~knowing~~accounts or disclosures that ifcould weresult doin ~~not~~a ~~complete~~material misstatement of our ~~Initial~~annual ~~Business~~or ~~Combination~~interim ~~with~~financial ~~that~~statements. ~~particular~~In ~~target business~~such a case, we may again be unable to ~~complete~~maintain ~~our~~compliance ~~Initial Business Combination~~ with ~~any~~securities ~~target~~law ~~business.~~requirements ~~This~~regarding ~~risk~~timely ~~will~~filing ~~increase~~of asperiodic wereports ~~get~~in ~~closer~~addition to ~~the~~applicable stock ~~time~~exchange ~~frame~~listing ~~described~~requirements, ~~above.~~investors Inmay ~~addition,~~lose weconfidence ~~may~~in ~~have~~our ~~limited~~financial ~~time~~reporting, toour ~~conduct~~securities ~~due~~price ~~diligence~~may decline and ~~may~~we ~~enter~~may ~~into~~face ~~our~~litigation ~~Initial~~as ~~Business~~a ~~Combination~~result onof ~~terms~~the foregoing. We cannot assure you that wethe ~~would~~measures we have ~~rejected~~taken ~~upon~~to adate, ~~more~~or ~~comprehensive~~any ~~investigation~~measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023, and December 31, 2024.

If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our securities could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

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~~Our~~We may ~~search~~face ~~for~~litigation ~~an Initial Business Combination,~~ and ~~any~~other ~~target~~risks ~~business,~~as ~~including~~a ~~APRINOIA,~~result ~~with~~of ~~which we ultimately consummate an Initial Business Combination, may be materially adversely affected by~~ the ~~coronavirus~~material ~~(COVID-19)~~weakness ~~outbreak~~in ~~and~~our ~~the~~internal ~~status~~control ofover ~~debt~~financial ~~and equity markets~~reporting.

~~On March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as~~ As a ~~“pandemic.” The COVID-19 pandemic has resulted, and other infectious diseases could~~ result, inof asuch ~~widespread~~material ~~health~~weakness ~~crisis that has~~ and ~~will~~the ~~continue to adversely affect economies and financial markets worldwide~~restatement, ~~and~~we ~~the~~face ~~business~~potential offor ~~any~~litigation ~~potential~~or ~~target~~other ~~business~~disputes ~~with~~ which wemay ~~consummate~~include, anamong ~~Initial Business Combination~~others, ~~including~~ ~~APRINOIA,~~claims ~~may~~invoking ~~also~~the befederal ~~materially~~ and ~~adversely~~state ~~affected.~~securities ~~Furthermore~~laws, wecontractual ~~may~~claims beor ~~unable~~other toclaims ~~complete~~arising anfrom ~~Initial Business Combination, including~~ the ~~Proposed~~restatement ~~Business~~and ~~Combination,~~material ifweaknesses in ~~continued~~our ~~concerns~~internal ~~relating~~control toover ~~COVID-19~~financial ~~restrict~~reporting ~~travel,~~and ~~limit~~ the ~~ability~~ topreparation ~~have~~of ~~meetings~~our ~~with~~financial ~~potential~~statements. ~~investors~~As orof the ~~target~~date ~~company’s,~~of ~~including~~this ~~APRINOIA’s,~~Annual ~~personnel~~Report, we ~~vendors~~have ~~and~~no ~~services~~knowledge ~~providers~~of ~~are~~any ~~unavailable~~such tolitigation ~~negotiate~~or ~~and~~dispute. ~~consummate~~However, awe ~~transaction~~can inprovide ano ~~timely~~assurance ~~manner,~~that orsuch iflitigation ~~COVID-19~~or ~~causes~~dispute awill not ~~prolonged~~arise ~~economic~~in ~~downturn~~the future. ~~The~~Any ~~effects~~such oflitigation ~~the~~or ~~COVID-19 pandemic on businesses~~dispute, ~~and~~whether ~~the~~successful ~~inability~~or tonot, ~~accurately~~could ~~predict~~have ~~the~~a ~~future~~material ~~impact~~adverse ofeffect ~~the pandemic~~ on ~~businesses~~our business, results ~~has~~of ~~also~~operations ~~made determinations~~ and ~~negotiations~~financial ofcondition ~~valuation~~or ~~more~~our ~~difficult, which~~ability ~~could make it more difficult~~ to ~~consummate~~complete anthe ~~Initial~~Proposed Business Combination ~~transaction,~~or ~~including~~another ~~the~~Initial ~~Proposed~~ Business Combination.

~~The~~Risks Relating ~~extent~~ to ~~which~~Our ~~COVID-19 ultimately impacts our identification another Initial~~ Business Combination if we do not complete the Proposed Business Combination or consummation of the Proposed Business Combination or another Initial Business Combination will depend on future developments, which are highly uncertain and ~~cannot be predicted, including new information which may emerge concerning~~ the severity and spread of COVID-19 and actions to contain the virus or treat its impact, among others. While vaccines for COVID-19 are being, and have been, developed, there is no guarantee that any such vaccine will be durable and effective consistent with current expectations and we expect it will take time before the impact of the availability and acceptance of the vaccines is observable on a significant scale. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, our ability to consummate the Proposed Business Combination or another Initial Business Combination~~, or the operations of a target business, including APRINOIA, with which we ultimately consummate an Initial Business Combination, may be materially adversely affected.~~

InAlthough we ~~addition~~intend to seek shareholder approval in connection with the Proposed Business Combination, our ~~ability~~shareholders tomay ~~coordinate~~not asbe aafforded ~~team~~an opportunity or to ~~consummate~~vote anon another proposed Initial Business Combination, ~~including~~and ~~the~~even ~~Proposed~~if ~~Business~~we ~~Combination,~~seek ~~may~~shareholder beapproval, ~~dependent~~our onSponsor ~~the~~owns enough ~~ability~~shares to ~~raise~~assure ~~equity~~approval ~~and~~of ~~debt~~any ~~financing~~related proposal, which means we may becomplete ~~impacted~~the byProposed ~~COVID-19~~Business ~~and~~Combination ~~other~~or ~~events~~another Initial Business Combination, even though a majority of our shareholders do not support such a combination.

~~Finally~~If we do not complete the Proposed Business Combination, and instead seek to complete another Initial Business Combination, we may choose not to hold a shareholder vote before we complete such Initial Business Combination if such Initial Business Combination would not require shareholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the ~~outbreak~~consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except for as required by applicable law or, if applicable, stock exchange listing requirement, the decision as to whether we will seek shareholder approval of ~~COVID-19~~another Initial Business Combination or ~~other~~will ~~infectious~~allow ~~diseases~~shareholders ~~may~~to ~~also~~sell their ~~have~~Public 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 ~~effect~~timing of ~~heightening~~the ~~many~~transaction and whether the terms of the ~~other~~transaction ~~risks~~would ~~described~~otherwise inrequire ~~this~~us ~~“Risk~~to ~~Factors”~~seek ~~section~~shareholder approval. Even if we seek shareholder approval, ~~such~~our Sponsor owns 98.2% of our Ordinary Shares and is therefore able to approve the Proposed Business asCombination, ~~those~~or another Initial Business Combination, and any related shareholder proposals. Accordingly, we will be able to complete the ~~market~~Proposed ~~for~~Business Combination or another Initial Business Combination, even if holders of a majority of our ~~securities~~issued and outstanding Public Shares do not approve of the Proposed Business Combination or such other Initial Business Combination. Please see the section entitled “Item 1. Business – Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

WeOur public ~~may~~shareholders’ ~~not~~only beopportunity ~~able~~ to ~~complete~~affect the investment decision regarding the Proposed Business Combination or another potential Initial Business Combination ~~by September 16~~, ~~2023,~~will inbe ~~which~~limited ~~case~~to ~~we would cease all operations except for~~ the ~~purpose~~exercise of ~~winding~~their upright ~~and~~to ~~we would~~ redeem ~~our~~their Public Shares ~~and~~from ~~liquidate~~us for cash.

Our shareholders ~~Charter~~will ~~provides~~not ~~that~~be weprovided ~~must~~with ~~complete~~a ~~the~~meaningful ~~Proposed~~opportunity ~~Business~~to ~~Combination~~evaluate orthe ~~another~~specific ~~Initial~~merits ~~Business~~or ~~Combination~~risks byof ~~September~~any ~~16,~~target ~~2023~~businesses. WeSince our ~~may~~board ~~not~~of bedirectors ~~able~~may to complete ~~the Proposed~~an Initial Business Combination orwithout ~~find~~seeking ashareholder ~~suitable~~approval, ~~target~~Public ~~business~~Shareholders ~~and~~may ~~consummate~~not have ~~another~~the ~~Initial~~right ~~Business~~or ~~Combination~~opportunity ~~by September 16, 2023. Our ability~~ to ~~complete~~vote on the ~~Proposed~~Initial Business Combination, orunless ~~another~~we ~~Initial~~seek ~~Business~~such ~~Combination~~shareholder ~~may~~approval. beAccordingly, if ~~negatively~~we ~~impacted~~do bynot ~~general~~seek ~~market~~shareholder ~~conditions~~approval, ~~volatility~~a inshareholder’s ~~the~~only ~~capital~~opportunity ~~and~~to ~~debt~~affect ~~markets and~~ the ~~other~~investment ~~risks~~decision ~~described~~regarding ~~herein. For example,~~ the ~~outbreak~~Initial ofBusiness Combination ~~COVID-19~~may ~~(and~~be ~~its~~limited ~~variants) continues~~ to ~~grow~~exercising ~~both~~their inredemption ~~the~~rights ~~U.S.~~within ~~and globally and, while~~ the ~~extent~~period of ~~the~~time ~~impact~~(which ofwill ~~the~~be ~~outbreak~~at onleast ustwenty ~~will~~business ~~depend~~days) set onforth ~~future~~in ~~developments,~~our ittender ~~could~~offer ~~limit~~documents ~~our~~mailed ~~ability~~ to ~~complete~~our ~~the~~Public ~~Proposed~~Shareholders ~~Business~~in ~~Combination~~which orwe ~~another~~describe our Initial Business Combination,. ~~including~~Even if aswe aseek ~~result~~shareholder ~~of increased market volatility~~approval, ~~decreased~~our ~~market~~Sponsor ~~liquidity~~owns ~~and third-party financing being unavailable on terms acceptable to us or at all~~98.2% ~~Additionally,~~of ~~the~~our ~~outbreak~~ordinary ofshares ~~COVID-19 (~~and ~~its~~is ~~variants)~~therefore ~~may~~able ~~negatively~~to ~~impact~~approve ~~businesses~~the weProposed ~~may seek to acquire, including~~Business ~~APRINOIA. Additionally~~Combination, ~~financial markets may be adversely affected by current~~ or ~~anticipated~~another ~~military~~Initial ~~conflict~~Business Combination, ~~including between Russia~~ and ~~Ukraine,~~any ~~terrorism,~~related ~~sanctions~~shareholder ~~or other geopolitical events globally~~proposals.

If we ~~have~~seek ~~not~~shareholder ~~consummated~~approval ~~the~~of ~~Proposed~~our ~~Business Combination or another~~ Initial Business Combination ~~within such applicable time period~~, ~~we will: (i) cease all operations except for the purpose of winding up; (ii)~~ as ~~promptly~~we asexpect ~~reasonably~~to ~~possible~~do ~~but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable~~ in ~~cash,~~connection ~~equal~~with to the ~~aggregate~~Proposed ~~amount~~Business ~~then on deposit in the~~Combination, ~~Trust~~our ~~Account,~~Sponsor ~~including interest earned on the funds held in the Trust Account~~ and ~~not~~members ~~previously~~of ~~released to us to pay~~ our ~~income~~management ~~taxes,~~team ifhave ~~any~~agreed ~~(less~~to upvote toin ~~$100,000~~favor of ~~interest~~such toInitial ~~pay~~Business ~~dissolution expenses)~~Combination, ~~divided~~regardless ~~by the number~~ of ~~the then-outstanding~~how our Public ~~Shares, which redemption will completely extinguish Public~~ Shareholders’ ~~rights~~vote. asAs ~~shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of~~ our ~~remaining~~Sponsor ~~shareholders~~owns ~~and~~98.2% ~~our board~~ of ~~directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to~~ our ~~obligations~~ordinary ~~under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our Charter provides that~~shares, if we ~~wind~~will upobtain ~~for~~shareholder ~~any~~approval ~~other reason prior to the consummation~~ of the Proposed Business Combination, or ~~another~~any other Initial Business Combination, weregardless ~~will follow the foregoing procedures with respect to the liquidation~~ of ~~the~~how ~~Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our~~ Public Shareholders ~~may~~ ~~receive only $10~~vote.00 per Public Share, or less than $10.00 per Public Share, on the redemption of their Public 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 $10.00 per Public Share” and other risk factors herein.

Our Sponsor owns, on an as-converted basis, approximately 98.2% of our outstanding ordinary shares. Our Sponsor and members of our management team also may from time to time purchase Public Shares prior to our Initial Business Combination. Our Charter provides that, if we seek shareholder approval, we will complete the Proposed Business Combination or another Initial Business Combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the applicable Initial Business Combination. Following the redemptions in connection with the Extensions, we have 8,780,614] ordinary shares outstanding, which includes 4,455,614 Class A Ordinary Shares, of which 155,614 are Public Shares, and 4,325,000 Class B Ordinary Shares. As a result, we will not need any of the remaining Public Shares sold in the Initial Public Offering to be voted in favor of the Proposed Business Combination or another Initial Business Combination in order to have our Initial Business Combination approved. Accordingly, if we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, the agreement by our Sponsor and each member of our management team to vote in favor of the Proposed Business Combination or another Initial Business Combination means that we will receive the requisite shareholder approval for the Proposed Business Combination or such other Initial Business Combination.

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IfThe ability ~~we seek shareholder approval~~ of our ~~Initial~~remaining ~~Business~~Public ~~Combination,~~Shareholders asto weredeem ~~expect~~their toPublic doShares infor ~~connection~~cash, ~~with~~and the ~~Proposed~~completed ~~Business~~redemptions ~~Combination,~~of ~~our~~Public ~~Sponsor,~~Shares ~~directors, executive~~in ~~officers,~~connection ~~advisors~~with ~~and~~the ~~their~~Extensions, ~~affiliates~~ may ~~elect~~make toour ~~purchase~~financial ~~Public~~condition ~~Shares~~unattractive orto ~~Public~~potential ~~Warrants~~business combination targets, which may ~~influence~~make it adifficult ~~vote~~for onus ato ~~proposed~~enter ~~business~~into ~~combination~~an ~~and~~Initial ~~reduce~~Business ~~the~~Combination ~~public~~with ~~“float”~~a oftarget, ~~our~~if ~~Public~~we ~~Shares~~do ornot ~~Public~~complete ~~Warrants~~the Proposed Business Combination.

If we ~~seek~~do ~~shareholder~~not ~~approval~~complete ofthe Proposed ~~any~~Business Combination and instead seek to complete another Initial Business Combination, we may seek to enter into an Initial Business Combination agreement with a prospective target that requires as a closing condition that we ~~plan~~have toa dominimum innet worth or a certain amount of cash. In connection with the ~~Proposed~~First ~~Business~~Extraordinary ~~Combination~~General Meeting, ~~and~~shareholders weholding do28,119,098 ~~not~~Public ~~conduct~~Shares ~~redemptions~~exercised their right to redeem such shares for a pro rata portion of the funds held in our Trust Account as of March 9, 2023, including any interest earned on the funds held in the Trust Account (net of taxes payable). As a result, approximately $287.7 million (approximately $10.23 per share) was removed from the Trust Account to pay such holders. In connection with the Second Extraordinary General Meeting, shareholders ~~Proposed~~of ~~Business~~1,339,804 ~~Combination~~Public orShares ~~such~~of ~~other~~the ~~Initial~~Company ~~Business~~properly ~~Combination~~exercised ~~pursuant~~their right to ~~the~~redeem ~~tender~~their ~~offer~~Public ~~rules,~~Shares ~~our~~for ~~Sponsor~~cash at a redemption price of approximately $10.74 per share, ~~directors~~for an aggregate redemption amount of approximately $14.4 million. In connection with the Third Extraordinary General Meeting, ~~executive~~shareholders ~~officers~~of 2,372,565 ~~advisors~~Public orShares of the Company properly exercised their ~~affiliates~~right ~~may~~to ~~purchase~~redeem their Public Shares orfor cash ~~Public~~at ~~Warrants~~a inredemption ~~privately~~price of approximately $11.02 per share, for an aggregate redemption amount of approximately $26.2 million. In connection ~~negotiated~~with ~~transactions~~the orFourth inExtraordinary General Meeting, shareholders of 2,512,919 Public Shares of the ~~open~~Company ~~market~~properly ~~either~~exercised ~~prior~~their right to redeem ortheir ~~following~~Public ~~the~~Shares ~~completion~~for cash at a redemption price of approximately $11.50 per share, for an aggregate redemption amount of approximately $28.9 million. Following the ~~Proposed~~aforementioned ~~Business~~redemptions, ~~Combination~~we orhad ~~such~~8,780,614 ~~other~~ordinary ~~Initial~~shares ~~Business~~outstanding ~~Combination~~as of November 28, ~~although~~2025, ~~they~~which includes 4,455,614 Class A Ordinary Shares, of which 155,614 are ~~under~~Public noShares, ~~obligation~~and or4,325,000 ~~duty~~Class B Ordinary Shares. As a result of such redemptions, approximately $1,860,032 remains in the Trust Account as of October 31, 2025. As a result, we would not be able to domeet sosuch closing condition unless we were able to obtain additional financing in connection with such Initial Business Combination.

The ability of our remaining public shareholders to exercise redemption rights with respect to our Public Shares, and the completed redemptions of Public Shares in connection with the adoption of the Extensions, may not allow us to complete the most desirable Initial 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 therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. Following the redemptions in connection with the Extensions, we had 8,780,614 ordinary shares outstanding as of November 28, 2025, which includes 4,455,614 Class A Ordinary Shares, of which 155,614 are Public Shares, and 4,325,000 Class B Ordinary Shares. Because of the limited amount of cash remaining our Trust Account following the Extensions, we may need to arrange for additional third-party financing. 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 Initial Business Combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters, if any, will not be adjusted for any shares that are redeemed in connection with an Initial Business Combination.

The ability of our remaining public shareholders to exercise redemption rights with respect to our Public Shares, and the completed redemptions of Public Shares in connection with the adoption of the Extensions, could increase the probability that our Initial Business Combination, would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their shares.

Although the Merger Agreement with iRocket does not include a minimum cash condition, if we do not complete the Proposed Business Combination and the definitive agreement for another Initial Business Combination 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, the probability that our Initial Business Combination would be unsuccessful is increased. This risk is magnified because, following the redemptions in connection with the Extensions, as of October 31, 2025, we had a balance in cash held in trust of approximately $1.86 million. If an Initial Business Combination is unsuccessful, shareholders would not receive their pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If shareholders are in need of immediate liquidity, they could attempt to sell their 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. Moreover, our securities have been delisted from NYSE and are not quoted on the over-the-counter market, and therefore, there is currently no public tradable market for our shares. In either situation, shareholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with our redemption until we liquidate or they are able to sell their shares in the open market.

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If we do not complete the Proposed Business Combination, our search for another Initial Business Combination, and any target business (including iRocket) with which we ultimately consummate an Initial Business Combination, may be materially adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19), and volatility in the debt and equity markets.

If we do not complete the Proposed Business Combination, our ability to find another potential target business and the business of any potential target business, including iRocket, with which we may consummate an Initial Business Combination could be materially and adversely affected by events that are outside of our control. For example, geopolitical unrest, including war, terrorist activity and acts of civil or international hostility are increasing. Similarly, other events outside of our control, including natural disasters, climate-related events, pandemics or health crises (such as the COVID-19 pandemic) may arise from time to time. Any such events may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may adversely affect the global economy or capital markets, and the business of iRocket or any other potential target business with which we may consummate an Initial Business Combination (including the Proposed Business Combination) could be materially and adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an Initial Business Combination target if we do not complete the Proposed Business Combination, our ability to complete the Proposed Business Combination or another Initial Business Combination, and/or our business, financial condition and results of operations following completion of the Proposed Business Combination or another Initial Business Combination.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. The U.S. has implemented a range of new tariffs and increases to existing tariffs, and, in response to the tariffs announced by the U.S., other countries have imposed new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Any significant increases in tariffs on goods or materials or other changes in trade policy, or the perception that such changes could occur, could negatively affect our search for a target business if we do not complete the Proposed Business Combination and/or our ability to complete the Proposed Business Combination or another Initial Business Combination. For example, if we pursue a target company which sources or manufactures material components outside of the U.S., these changes could materially impact such target company’s business and financial performance. Similarly, if we pursue a target company which exports products outside of the U.S., retaliatory tariff and trade measures imposed by other countries could affect such target’s ability to export products and therefore adversely affect its sales. We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, if we do not complete the Proposed Business Combination, we may deem it costly, impractical or risky to complete an Initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an Initial Business Combination. The business prospects of iRocket or another target company could change even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on iRocket’s or such other target’s business. Accordingly, changes in trade and tariff policies could prevent or make it difficult or more expensive for us to complete the Proposed Business Combination or another Initial Business Combination. Tariffs and threats of tariffs and other potential trade policy changes could also lead to material adverse effects on Holdco or another post-business combination company.

If we do not complete the Proposed Business Combination, the requirement that we consummate an Initial Business Combination by March 16, 2026 may give potential target businesses leverage over us in negotiating an Initial Business Combination and may limit the time we have in which to conduct due diligence on potential Initial Business Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Initial Business Combination on terms that would produce value for our shareholders.

If we do not complete the Proposed Business Combination with iRocket, any potential target business with which we enter into negotiations concerning an Initial Business Combination will be aware that we must consummate an Initial Business Combination by March 16, 2026. Consequently, such target business may obtain leverage over us in negotiating an Initial 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. This risk will increase as we get closer to the time frame described above. In addition, we may have 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.

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We may not be able to complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026, in which case we may be required to cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

Our Charter provides that we must complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026. We may not be able to complete the Proposed Business Combination, or if we do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, find a suitable target business and consummate such Initial Business Combination by March 16, 2026. Our ability to complete the Proposed Business Combination or find another Initial Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all could limit our ability to complete the Proposed Business Combination or another Initial Business Combination. Additionally, financial markets may be adversely affected by events outside of our control, including natural disasters, international trade policies, climate-related events, pandemics or health crises, current or anticipated military conflict, including between Russia and Ukraine and between Israel and Hamas, terrorism, sanctions or other geopolitical events globally.

If we have not consummated the Proposed Business Combination or another Initial Business Combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our Charter provides that, if we wind up for any other reason prior to the consummation of an Initial Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our Public Shareholders may receive only $10.00 per Public Share, or less than $10.00 per Public Share, on the redemption of their Public 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 $10.00 per Public Share” and other risk factors herein.

There are no assurances that the Fourth Extension will enable us to complete the Proposed Business Combination or another Initial Business Combination.

Although the Fourth Extension was approved and implemented, the Company can provide no assurances that the Proposed Business Combination or another Initial Business Combination will be consummated prior to the Fourth Extended Date. Our ability to consummate the Proposed Business Combination or another Initial Business Combination is dependent on a variety of factors, many of which are beyond our control. The Company expects to seek shareholder approval of the Proposed Business Combination or any other Initial Business Combination. We were required to offer Public Shareholders the opportunity to redeem Public Shares in connection with the Extensions, and we will be required to offer Public Shareholders redemption rights again in connection with any shareholder vote to approve the Proposed Business Combination or any other Initial Business Combination. If we do not complete the Proposed Business Combination and instead seek to complete another Initial Business Combination, it is possible that the high redemptions we have experienced have left us with insufficient cash to consummate another Initial Business Combination on commercially acceptable terms, or at all. The fact that we will have had separate redemption periods in connection with the Extensions and any Initial Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants, which may influence a vote on a and reduce the public “float” of our Public Shares or Public Warrants.

If we seek shareholder approval of any Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, and we do not conduct redemptions in connection with such Initial Business Combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Proposed Business Combination or another Initial Business Combination, although they are under no obligation or duty to do so.

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Any such price per share may be different than the amount per share a Public Shareholder would receive if it elected to redeem its Public Shares in connection with the Proposed Business Combination or such other Initial Business Combination. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, executive officers, advisors or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that, if Rule 10b-18 would apply to purchases by the Sponsor, directors, executive officers, advisors or their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

The purpose of any such transactions could be to (1) ~~increase the likelihood of obtaining shareholder approval of the Proposed Business Combination or such other Initial Business Combination, (2)~~ reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval or (32) 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. Any such purchases of our securities may result in the completion of ~~the~~an ~~Proposed Business Combination or another~~ Initial Business Combination that may not otherwise have been possible.

29Our Sponsor, directors, executive officers, advisors or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, directors, executive officers, advisors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Public Shares) following our mailing of proxy materials in connection with an Initial Business Combination (including the Proposed Business Combination). To the extent that our Sponsor, directors, executive officers, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against an Initial Business Combination (including the Proposed Business Combination), whether or not such shareholder has already submitted a proxy with respect to the Proposed Business Combination or another Initial Business Combination but only if such shares have not already been voted at the general meeting related to the Proposed Business Combination or such other Initial Business Combination. Our Sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

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•● our registration statement/proxy statement filed for the Proposed Business Combination or ~~any~~another ~~other~~ Initial Business Combination would disclose the possibility that our Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

• if our Sponsor, directors, executive officers, advisors or their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, they would do so at a price no higher than the price offered through our redemption process;32

•Table ~~our registration statement/proxy statement filed for the Proposed Business Combination or any other Initial Business Combination would include a representation that any~~ of our securities purchased by our Sponsor, directors, executive officers, advisors or their affiliates would not be voted in favor of approving the Proposed Business Combination or such other Initial Business Combination;Contents

•● if our Sponsor, directors, executive officers, advisors ~~and~~or their affiliates ~~would~~were ~~not~~to ~~possess~~purchase ~~any~~Public ~~redemption~~Shares ~~rights~~or ~~with~~Public ~~respect~~Warrants tofrom ~~our~~Public ~~securities or~~Shareholders, if they would do ~~acquire~~so ~~and~~at ~~possess~~a ~~redemption~~price ~~rights,~~no ~~they~~higher ~~would~~than ~~waive~~the ~~such~~price ~~rights;~~offered ~~and~~through our redemption process;

•● weour ~~would~~registration ~~disclose~~statement/proxy instatement filed for the Proposed Business Combination or another Initial Business Combination would include a ~~Form~~representation ~~8-K,~~that ~~before~~any of our ~~security~~securities ~~holder~~purchased ~~meeting~~by toour ~~approve~~Sponsor, directors, executive officers, advisors or their affiliates would not be voted in favor of approving the Proposed Business Combination or such other Initial Business Combination~~, the following material items:~~;

●

our Sponsor, directors, executive officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

●

we would disclose in a Form 8-K, before our shareholder meeting to approve the Proposed Business Combination or such other Initial Business Combination, the following material items:

the amount of our securities purchased outside of the redemption offer by our Sponsor, directors, executive officers, advisors and their affiliates, along with the purchase price;

the purpose of the purchases by our Sponsor, directors, executive officers, advisors and their affiliates;

o the impact, if any, of the purchases by our s Sponsor, directors, executive officers, advisors and their affiliates ~~and their affiliates~~ on the likelihood that the Proposed Business Combination or such other Initial Business Combination will be approved;

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

30If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our Initial Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

~~Table~~We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our Initial Business Combination, including the Proposed Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of ~~Contents~~the opportunity to redeem its Public Shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our Public Shares in connection with an Initial Business Combination, including the Proposed Business Combination, will describe the various procedures that must be complied with in order to validly redeem or tender Public Shares. In the event that a shareholder fails to comply with these procedures, its Public Shares may not be redeemed. See “Item 1. Business—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our Initial Business Combination, including the Proposed Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our Initial Business Combination, including the Proposed Business Combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its Public Shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our Public Shares in connection with the Proposed Business Combination or another Initial Business Combination will describe the various procedures that must be complied with in order to validly redeem or tender Public Shares. In the event that a shareholder fails to comply with these procedures, its Public Shares may not be redeemed. See “Item 1. Business-Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

A shareholder will not be entitled to protections normally afforded to investors of many other blank check companies.

We are a “blank check” company under the U.S. securities laws. However, because we ~~have~~had net tangible assets in excess of $5,000,000 following consummation of the Initial Public Offering, we ~~are~~were exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419]. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete ~~the~~an ~~Proposed Business Combination or another~~ Initial Business Combination than companies subject to Rule 419. Moreover, if the Initial Public Offering had been 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 the Proposed Business Combination or another Initial Business Combination.

If we seek shareholder approval of our Initial Business Combination, as we ~~expect~~intend to do in connection with the Proposed Business Combination, and we do not conduct redemptions pursuant to the tender offer rules, and if a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of our ~~Class~~Public ~~A Ordinary~~ Shares, they will lose the ability to redeem all such shares in excess of 15% of our ~~Class A~~Public ~~Ordinary~~ Shares.

If we seek shareholder approval of our Initial Business Combination, as we ~~expect~~intend to do in connection with the Proposed Business Combination, and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our Charter provides 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 remaining shares sold in the Initial Public Offering (i.e., Excess Shares), ~~without~~ 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~~the Proposed Business Combination or another Initial Business Combination. A shareholder’s inability to redeem the Excess Shares will reduce their influence over our ability to complete ~~our~~the ~~Initial~~Proposed Business Combination, ~~including~~or ~~the~~another ~~Proposed~~ Initial Business Combination, and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. Additionally, a shareholder(s) will not receive redemption distributions with respect to the Excess Shares if we complete ~~our~~the Proposed Business Combination or another Initial Business Combination. And as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell their shares in open market transactions, potentially at a loss.

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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete the Proposed Business Combination or another Initial Business Combination. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other special purpose acquisition companies, the vast majority of which are listed on a national securities exchange, and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in 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, including ~~APRINOIA~~iRocket, we could potentially acquire with the remaining net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This risk is magnified because, following the ~~aforementioned~~ redemptions in connection with the ~~Extension~~Extensions, as of ~~March~~October 31, ~~2023~~2025, we had a balance in cash and investments held in trust of approximately $~~65,458,680~~1.6286 million. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our Public Shares the right to redeem their shares for cash at the time of our Initial Business Combination, including the Proposed Business Combination, in conjunction with a shareholder vote or via a tender offer. Target companies, such as ~~APRINOIA~~iRocket, will be aware that this may 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. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per Public Share” and other risk factors herein.

31Because the remaining net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate until at least March 16, 2026, we may be unable to complete the Proposed Business Combination or another Initial Business Combination, and we will depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete the Proposed Business Combination or another Initial Business Combination.

None of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are available to us outside the Trust Account to fund our working capital requirements. We believe that the funds available to us outside of the Trust Account, together with funds available from loans from our Sponsor, its affiliates or members of our management team, will be sufficient to allow us to operate for at least until March 16, 2026; however, we cannot assure investors that our estimate is accurate, and our Sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances, except as provided by the Convertible Note. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular Initial Business Combination, although we have not done so in connection with the Proposed Business Combination. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

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If we ~~the~~are ~~net~~required ~~proceeds~~to seek additional capital, we would need to borrow funds from our Sponsor, its affiliates, members of ~~the~~our ~~Initial~~management team ~~Public~~or ~~Offering~~other ~~and~~third ~~the~~parties ~~sale~~to operate or may be forced to liquidate. Except as otherwise described herein, neither our Sponsor, members of ~~the~~our ~~Private~~management ~~Placement~~team ~~Warrants~~nor ~~not~~their ~~being~~affiliates ~~held~~is under any obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the Trust Account ~~are~~or ~~insufficient~~from tofunds ~~allow~~released to us toupon ~~operate~~completion of the Proposed Business Combination or another ~~until~~Initial atBusiness ~~least~~Combination. ~~September~~Up ~~16,~~to ~~2023~~$1,500,000 weof such loans may be ~~unable~~convertible into Warrants of the post-business combination entity at a price of $1.50 per Warrant at the option of the lender. The Warrants would be identical to ~~complete~~the Private Placement Warrants. Prior to the completion of the Proposed Business Combination or another Initial Business Combination, ~~and~~ we ~~will~~do ~~depend~~not onexpect to seek loans from parties other than our Sponsor, its affiliates, or members of our management team toor a target business, as we do not believe third parties will ~~fund~~be ~~our~~willing ~~search~~to loan such funds and provide a waiver against any and all rights to ~~complete~~seek access to funds in our Trust Account. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our Public Shareholders may only receive an estimated $10.00 per Public Share, or possibly less, on our redemption of our Public 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 $10.00 per Public Share” and other risk factors herein.

~~Of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, only a limited amount of funds is available~~ Subsequent to ~~us outside the Trust Account to fund~~ our ~~working capital~~completion ~~requirements. We believe that the funds available to us outside~~ of the ~~Trust~~Proposed ~~Account,~~Business ~~together~~Combination ~~with funds available from loans from our Sponsor, its affiliates~~ or ~~members~~another ofInitial ~~our~~Business ~~management team~~Combination, ~~will~~we may be ~~sufficient~~required to ~~allow~~take ~~us to~~write-downs ~~operate~~or ~~for at least until September 16~~write-offs, ~~2023;~~restructuring ~~however, we cannot assure investors that our estimate is accurate,~~ and ~~our~~impairment ~~Sponsor, its affiliates~~ or ~~members~~other ofcharges ~~our~~that ~~management~~could ~~team~~have ~~are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use~~ a ~~portion~~significant ofnegative ~~the~~effect ~~funds~~on ~~available to us to pay fees to consultants to assist us with~~ our ~~search~~financial ~~for a target business. We could also use a portion of the funds as a down payment~~condition, orresults ~~to fund a “no-shop” provision (a provision in letters~~ of ~~intent~~operations designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular Initial Business Combination, although we do not have any current intention to do so, and ~~have not done so in connection with~~ the ~~Proposed~~price ~~Business Combination. If we entered into a letter~~ of ~~intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of~~ our ~~breach or otherwise)~~securities, wewhich ~~might~~could ~~not~~cause ~~have~~investors ~~sufficient funds~~ to ~~continue~~lose ~~searching~~some ~~for,~~ or ~~conduct~~all ~~due diligence~~of ~~with~~their ~~respect to, a target business~~investment.

IfEven if we ~~are~~conduct ~~required~~extensive todue ~~seek~~diligence ~~additional~~on ~~capital,~~a wetarget ~~would~~business ~~need~~with towhich ~~borrow~~we ~~funds from our Sponsor~~combine, ~~its~~as ~~affiliates,~~we ~~members~~have ofdone ~~our~~on ~~management~~iRocket, ~~team~~we orcannot ~~other~~assure ~~third parties to operate or may be forced~~investors tothat ~~liquidate.~~this ~~Neither~~diligence ~~our~~will ~~Sponsor,~~identify ~~members~~all ofmaterial ~~our~~issues ~~management~~with ~~team~~a ~~nor~~particular ~~their~~target ~~affiliates~~business, isincluding ~~under~~iRocket, ~~any~~that ~~obligation~~it towould ~~us in such circumstances. Any such advances may~~ be ~~repaid~~possible to ~~only~~uncover ~~from~~all ~~funds~~material ~~held~~issues ~~outside~~through ~~the~~a ~~Trust~~customary ~~Account~~amount ~~or from funds released to us upon completion~~ of ~~the~~due ~~Proposed~~diligence, ~~Business Combination~~ or ~~another~~that ~~Initial~~factors ~~Business~~outside ~~Combination.~~of ~~Up to $1~~iRocket’s,~~500,000~~ ofanother ~~such~~target business’ ~~loans~~and ~~may~~outside ~~be convertible into warrants~~ of ~~the~~our ~~post-business~~control ~~combination~~will ~~entity~~not atlater ~~a price of $1~~arise.50 ~~per warrant~~As ata ~~the~~result ~~option~~ of ~~the~~these ~~lender.~~factors, ~~The~~we ~~warrants~~may ~~would~~ be ~~identical~~forced to ~~the~~later ~~Private~~write-down ~~Placement~~or write-off ~~Warrants.~~assets, ~~Prior~~restructure toour ~~the~~operations, ~~completion~~or ofincur ~~the~~impairment ~~Proposed Business Combination~~ or ~~another~~other ~~Initial~~charges ~~Business~~that ~~Combination,~~could weresult doin ~~not~~our ~~expect~~reporting tolosses. ~~seek~~Even ~~loans~~if ~~from~~our ~~parties~~due ~~other~~diligence ~~than~~successfully ~~our~~identifies ~~Sponsor,~~certain ~~its affiliates~~risks, ~~members~~unexpected ofrisks ~~our~~may ~~management~~arise ~~team~~and orpreviously aknown ~~target~~risks ~~business,~~may ~~such~~materialize asin ~~APRINOIA,~~a asmanner not weconsistent dowith ~~not~~our ~~believe~~preliminary ~~third~~risk ~~parties~~analysis. ~~will~~Even bethough ~~willing~~these tocharges ~~loan~~may ~~such~~be ~~funds~~non-cash items and ~~provide~~not ahave ~~waiver~~an ~~against~~immediate ~~any~~impact ~~and all~~on ~~rights~~our toliquidity, ~~seek~~the ~~access~~fact tothat ~~funds~~we inreport ~~our~~charges ~~Trust~~of ~~Account.~~this Ifnature wecould ~~have~~contribute ~~not~~to ~~consummated~~negative ~~the~~market ~~Proposed~~perceptions ~~Business~~about ~~Combination~~us or ~~another~~our ~~Initial~~securities. In ~~Business~~addition, ~~Combination~~charges ~~within~~of ~~the~~this ~~required~~nature ~~time~~may ~~period~~cause ~~because~~us weto doviolate ~~not~~net ~~have~~worth ~~sufficient~~or ~~funds~~other ~~available~~covenants to ~~us,~~ which we ~~will~~may be ~~forced~~subject toas ~~cease~~a ~~operations~~result ~~and~~of ~~liquidate~~assuming pre-existing ~~the~~debt ~~Trust~~held ~~Account.~~by ~~Consequently,~~iRocket ~~our~~or ~~Public~~another ~~Shareholders~~target ~~may~~business ~~only receive an estimated $10.00 per Public Share,~~ or ~~possibly~~by ~~less,~~virtue onof our ~~redemption~~obtaining ofpost-combination ~~our~~debt ~~Public~~financing. ~~Shares~~Accordingly, ~~and our~~ ~~Warrants~~any ~~will~~holders ~~expire~~who ~~worthless.~~choose ~~See~~to ~~“—If~~retain ~~third~~their ~~parties~~securities ~~bring~~following ~~claims against us,~~ the ~~proceeds~~Proposed ~~held~~Business inCombination ~~the~~or ~~Trust~~another ~~Account~~Initial Business Combination could besuffer ~~reduced~~a ~~and~~reduction in the ~~per-share~~value ~~redemption~~of ~~amount~~their ~~received~~securities. bySuch ~~shareholders~~holders ~~may~~are ~~be less~~unlikely ~~than~~to ~~$10.00~~have ~~per~~a ~~Public~~remedy ~~Share”~~for ~~and~~such ~~other~~reduction ~~risk~~in ~~factors herein~~value.

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Subsequent to our completion of the Proposed Business Transaction or another 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 the price of our securities, which could cause investors to lose some or all of their investment.

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

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 $10.00 per Public Share.

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

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we have not consummated ~~the~~an ~~Proposed Business Combination or another~~ Initial Business Combination by ~~September~~March 16, ~~2023~~2026, or upon the exercise of a redemption right in connection with the Proposed Business Combination or another 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 ten years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business, ~~such as APRINOIA,~~ that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure shareholders that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Proposed Business Combination or another Initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete the Proposed Business Combination or another Initial Business Combination, and shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares.

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However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure shareholders that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Proposed Business Combination or another Initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete an Initial Business Combination, and shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, 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 and subject to their fiduciary duties 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 $10.00 per Public Share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate the Proposed Business Combination or another Initial Business Combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

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

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

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

34If 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 the Proposed Business Combination or another Initial Business Combination.

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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.

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

•● restrictions on the nature of our investments; and

•● restrictions on the issuance of securities, each of which may make it difficult for us to complete the Proposed Business Combination or another Initial Business Combination.

In addition, we may have imposed upon us burdensome requirements, including:

•● registration as an investment company with the SEC;

•● adoption of a specific form of corporate structure; and

•● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business iswill be to identify and complete an Initial Business Combination, such as the Proposed Business Combination, and thereafter to operate the post-transaction business or assets for the long term. We do not intend to spend a considerable amount of time actively managing the assets in the Trust Account for the primary purpose of achieving investment returns. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our ~~anticipated~~ principal activities will subject us to the Investment Company Act. To this end, the Company was formed for the purpose of completing an Initial Business Combination, such as the Proposed Business Combination, with one or more businesses, such as iRocket. Since our inception, our business has been and will continue to be focused on identifying and completing an Initial Business Combination, such as the Proposed Business Combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account ~~may~~were ~~only 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 until on or around the 24-month anniversary of the effective date of our Initial Public Offering registration statement, when, to mitigate the potential risk that we might be deemed to be an investment company for purposes of the Investment Company Act, the trustee liquidated such investments and moved the proceeds to an interest-bearing demand deposit account. Pursuant to the investment management trust agreement, dated as of March 16, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds toin ~~these~~this ~~instruments~~manner, and by ~~having~~focusing aour directors’ and officers’ time toward, and operating our business ~~plan~~for ~~targeted~~the atpurpose of, 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 or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. ~~The~~Further, ~~Trust~~investing in our securities is not intended for persons who are seeking a return on investments in government securities or Investment Securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of ~~our~~the ~~Initial Business~~Proposed Business Combination, ~~including~~or ~~the~~another ~~Proposed~~Initial Business Combination; (ii) the redemption of any Public Shares properly ~~tendered~~submitted in connection with a shareholder vote to amend our Charter (A) to modify the substance or timing of our obligation to ~~provide~~allow ~~Public~~redemption ~~Shareholders~~in connection with the ~~right~~Proposed toBusiness ~~have~~Combination ~~their~~or ~~Public~~another ~~Shares redeemed in connection with our~~ Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination bywithin ~~September~~the ~~16,~~completion ~~2023~~window or (B) with respect to any other material ~~provision~~provisions relating to ~~the~~shareholders’ rights ~~of Public Shareholders~~ or pre-Initial Business Combination activity; or (iii) absent ~~our~~an ~~completing~~Initial ~~the Proposed~~ Business Combination, orincluding ~~another~~the ~~Initial~~Proposed Business Combination, bywithin ~~September~~the ~~16,~~completion ~~2023~~window, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as ~~discussed~~described 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 the Proposed Business Combination or another Initial Business Combination. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.

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ToFurther, under ~~mitigate~~ the ~~risk~~subjective ~~that~~test weof ~~might~~a ~~be deemed to be an~~ “investment company” ~~for~~pursuant ~~purposes~~to Section 3(a)(1)(A) of the Investment Company Act, ~~we have, on or around the 24-month anniversary of the~~even ~~effective~~if ~~date of our IPO registration statement, instructed~~ the ~~trustee~~funds todeposited ~~liquidate the investments held~~ in the Trust Account ~~and~~were ~~instead~~invested ~~to hold the funds~~ in the ~~Trust~~assets ~~Account~~discussed inabove an(U.S. ~~interest~~government ~~bearing~~securities ~~demand~~or ~~deposit~~money ~~account~~market ~~until the~~funds ~~earlier~~registered ofunder the ~~consummation~~Investment ofCompany ~~an Initial Business Combination (including the Proposed Business Combination~~Act), orsuch ~~our~~assets, ~~liquidation.~~other Asthan ~~a result~~cash, ~~following~~are ~~the~~“securities” ~~liquidation~~for purposes of ~~investments in~~ the ~~Trust~~Investment Company ~~Account~~Act and, ~~we expect to receive minimal interest~~therefore, ~~if any~~nevertheless, onthere ~~the~~is ~~funds~~a ~~held~~risk inthat ~~the~~we ~~Trust~~could ~~Account,~~be ~~which~~deemed ~~would~~an ~~reduce~~unregistered ~~the~~investment ~~dollar~~company ~~amount~~and ~~our~~subject ~~Public~~to ~~Shareholders~~the Investment ~~would~~Company ~~receive~~Act ~~upon~~at any ~~redemption or liquidation of the Company~~time.

~~The~~In ~~funds in~~ the ~~Trust~~adopting ~~Account~~release ~~were,~~for the ~~since~~2024 ~~our~~SPAC ~~Initial~~Rules ~~Public~~(as ~~Offering~~defined below), ~~held~~the ~~only~~SEC inprovided ~~U.S.~~guidance ~~government~~that ~~treasury~~a ~~obligations~~SPAC’s ~~with~~potential astatus ~~maturity~~as ofan ~~185~~“investment ~~days~~company” depends oron ~~less~~a orvariety inof ~~money~~factors, ~~market~~such ~~funds investing~~as ~~solely~~a inSPAC’s ~~U.S.~~duration, ~~government~~asset ~~treasury~~composition, ~~obligations~~business purpose and ~~meeting~~activities ~~certain~~and ~~conditions~~“is ~~under~~a ~~Rule~~question of ~~2a-7~~facts ~~under~~and ~~the~~circumstances” ~~Investment~~requiring ~~Company~~individualized ~~Act~~analysis. ~~However,~~If towe ~~mitigate~~were ~~the risk of us being~~ deemed to be an unregistered investment company ~~(including~~ ~~under~~and ~~the~~subject to ~~subjective~~compliance ~~test~~with ~~of Section 3(a)(1)(A) of the Investment Company Act)~~ and ~~thus subject to~~ regulation under the Investment Company Act, we ~~have,~~would onbe orsubject ~~around~~ to ~~the~~additional ~~24-month~~regulatory ~~anniversary~~burdens ofand ~~the effective date of our~~expenses ~~IPO~~for ~~registration~~which ~~statement,~~we ~~instructed~~have ~~Continental,~~not ~~the~~allotted ~~trustee~~funds. ~~with~~Unless ~~respect~~we toare ~~the~~able ~~Trust Account,~~ to ~~liquidate~~modify ~~the~~our ~~U.S.~~activities ~~government~~so ~~treasury~~that ~~obligations~~we orwould ~~money~~not ~~market~~be ~~funds~~deemed ~~held~~an ininvestment ~~the Trust Account and thereafter to hold all funds in~~company, ~~the~~we ~~Trust~~would ~~Account~~either inregister as an ~~interest~~investment ~~bearing~~company ~~demand~~or ~~deposit~~wind ~~account~~down atand aabandon ~~bank~~our ~~until~~efforts ~~the~~to ~~earlier~~complete of the ~~consummation~~Proposed ~~of our Initial~~ Business Combination ~~(including~~or another ~~the~~Initial ~~Proposed~~ Business Combination) orand ~~the~~instead ~~liquidation~~liquidate of the Company. ~~Following~~ ~~such~~As ~~liquidation~~a result, weour ~~expect~~Public toShareholders ~~receive~~may ~~minimal~~only ~~interest,~~receive iftheir ~~any,~~pro rata onportion of the funds ~~held~~ in the Trust Account. ~~However,~~that ~~interest~~are ~~previously~~available ~~earned~~for ondistribution ~~the~~to ~~funds~~Public ~~held~~Shareholders inand ~~the~~would ~~Trust Account still may~~ be ~~released~~unable to usrealize the topotential ~~pay~~benefits ~~our~~of ~~taxes, if~~the ~~any,~~Proposed ~~and~~Business ~~certain~~Combination ~~other~~or ~~expenses~~another asInitial ~~permitted.~~Business ~~As a result~~Combination, ~~our~~including ~~decision~~the topossible ~~liquidate~~appreciation of the ~~investments~~combined ~~held~~company’s insecurities, ~~the~~and ~~Trust~~our ~~Account~~Warrants ~~and~~would ~~thereafter~~expire toworthless. ~~hold~~For ~~all~~illustrative ~~funds~~purposes, in connection with the liquidation of our Trust Account, inour anPublic ~~interest~~Shareholders ~~bearing~~may ~~demand~~receive ~~deposit~~only atapproximately a$11.95 ~~bank~~per Public Share, which is ~~expected~~ tobased ~~reduce~~on ~~the~~estimates as ~~dollar~~of ~~amount~~October ~~our~~31, ~~Public~~2025, ~~Shareholders~~or ~~would~~less ~~receive~~in ~~upon~~certain ~~any~~circumstances, ~~redemption~~and orour ~~liquidation~~Warrants ofwould ~~the~~expire ~~Company~~worthless.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Company Act, we have, on or around the 24-month anniversary of the effective date of our Initial Public Offering registration statement, instructed the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account until the earlier of the consummation of an Initial Business Combination (including the Proposed Business Combination) or our liquidation. As a result, following the liquidation of investments in the Trust Account, we expect to receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account were, after our Initial Public Offering, held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act, in an interest-bearing demand deposit account or as cash. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we have, on or around to the 24-month anniversary of the effective date of our Initial Public Offering registration statement, instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of the Proposed Business Combination or another Initial Business Combination or the liquidation of the Company. Following such liquidation, we expect to receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, our decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit at a bank is expected to reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the Company.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete the Proposed Business Combination or another Initial Business Combination.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of the Proposed Business Combination or another Initial Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and Holdco or any other post-~~Business~~business ~~Combination~~combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete the Proposed Business Combination or another Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an Initial Business Combination.

The SEC has issued proposed rules relating to certain activities of SPACs. Certain of the procedures that we, APRINOIA or another potential Initial Business Combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete a Business Combination, including the Proposed Business Combination, and may constrain the circumstances under which we could complete an Initial Business Combination, including the Proposed Business Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose.38

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other things, to disclosures in SEC filings in connection with business combination transactions between SPACs such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to registration and regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted and, if adopted, may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs. Certain of the procedures that we, APRINOIA or another potential Initial Business Combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing an Initial Business Combination, including the Proposed Business Combination, and may constrain the circumstances under which we could complete an Initial Business Combination, including the Proposed Business Combination. The need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

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Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. For example, on January 24, 2024, the SEC issued final rules and guidance relating to special purpose acquisition companies, like us, regarding, among other things, disclosure in SEC filings in connection with initial business combination transactions; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; and the potential liability of certain participants in proposed business combination transactions. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete the Proposed Business Combination or another 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 Public Shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our Company to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure investors that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine ~~of $18,292.68~~ and imprisonment for five years in the Cayman Islands.

We may not hold ananother annual meeting (or extraordinary general meeting in lieu of annual meeting) of shareholders until after the consummation of ~~our~~the Proposed Business Combination or another Initial Business Combination, which could delay the opportunity for our shareholders to elect directors.

In accordance with the NYSE corporate governance requirements, we ~~are~~were ~~not~~ required to hold an annual meeting ~~until~~no later than one year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Act (for the Company to hold annual or shareholder meetings to elect directors and, following our delisting from NYSE, we are no longer subject to any NYSE requirement to hold an annual or shareholder meeting each year. For a more detailed discussion of our delisting, see “—The Company’s securities have been delisted from the NYSE. As ~~Revised)~~of the date of this Annual Report, the ~~Cayman~~Company’s ~~Islands~~securities (are not quoted on an over-the-counter ~~“Companies~~market. ~~Act~~The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting.”) ~~for~~The usCompany tomay not hold another annual ormeeting ~~shareholder~~of ~~meetings~~shareholders to elect new directors prior to the consummation of the Proposed Business Combination or another Initial Business Combination. Prior to the completion of the Proposed Business Combination or another Initial Business Combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our Founder Shares. In addition, prior to the completion of the Proposed Business Combination or another Initial Business Combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason. Until we hold ananother annual meeting of shareholders, Public Shareholders may not be afforded ~~the~~another opportunity to elect directors and to discuss Company affairs with management. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual general meeting of shareholders) serving a three-year term.

If we do not complete the Proposed Business Combination with ~~APRINOIA~~iRocket, when we look for an alternate business combination target, we will not be limited to evaluating a target business in a particular industry sector, ~~and~~ investors will be unable to ascertain the merits or risks of any particular target business’s operations.

We may pursue business combination opportunities in any sector, except that we are not, under our Charter, permitted to effectuate our Initial Business Combination solely with another blank check company or similar company with nominal operations. We intend to complete the Proposed Business Combination with ~~APRINOIA~~iRocket, and accordingly may be affected by numerous risks inherent in ~~APRINOIA~~iRocket’s business operations and industry, which will be described in detail in the registration statement on Form FS-4 to be filed by ~~PubCo~~Holdco in connection with the Proposed Business Combination. If we do not complete the Proposed Business Combination with ~~APRINOIA~~iRocket, but complete another Initial Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, and we have done so in connection with the Proposed Business Combination, we cannot assure investors that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure investors that an investment in our Units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in iRocket ~~APRINOIA~~ or another business combination target. Accordingly, any holders who choose to retain their securities following the Proposed Business Combination or ~~any~~another ~~other~~ Initial Business Combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

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We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

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

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our Initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our Initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that ~~APRINOIA~~iRocket or another target business with which we enter into our Initial Business Combination will not have all of these positive attributes. If we complete our Initial Business Combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective ~~Initial~~ Initial Business Combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our Initial Business Combination if the target business does not meet our general criteria and guidelines. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.

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

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

Resources could be wasted in researching Initial Business Combinations, such as the Proposed Business Combination, that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.40

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~~The investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments requires substantial~~Resources ~~management~~have ~~time~~been and ~~attention~~could ~~and~~continue ~~substantial~~to ~~costs~~be ~~for~~expended ~~accountants,~~in ~~attorneys~~researching and ~~others.~~pursuing Ifpotential weInitial ~~decide~~Business ~~not~~Combinations to(including ~~complete~~ the Proposed Business Combination) ~~or another Initial Business Combination, the costs incurred up to~~ that ~~point~~are ~~for the proposed transaction likely would~~ not becompleted, ~~recoverable.~~such Weas ~~may fail to complete~~ the ~~Proposed~~Terminated Business Combination ~~for any number of reasons including those beyond our control. Furthermore~~, if we reach an agreement relating to a different specific target business we may fail to complete our Initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.

WeThe investigation ~~may~~of ~~only~~each bespecific ~~able~~target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments requires substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete ~~one~~a ~~business~~potential ~~combination~~Initial ~~with~~Business Combination, the ~~proceeds~~costs ofincurred up to that point for the ~~Initial~~proposed ~~Public~~transaction likely ~~Offering~~would ~~and~~not be recoverable. Furthermore, as with the ~~sale~~Terminated Business Combination, even if we reach an agreement relating to a specific target business we may fail to complete our Initial Business Combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the ~~Private~~related ~~Placement~~costs ~~Warrants,~~incurred which ~~will~~could ~~cause~~materially adversely affect subsequent usattempts to belocate ~~solely~~and ~~dependent~~acquire onor amerge ~~single~~with another business. ~~which~~If ~~may~~we have anot ~~limited~~consummated ~~number~~the ofProposed ~~products~~Business Combination or ~~services.~~another Initial ~~This~~Business ~~lack~~Combination ofwithin ~~diversification~~the required time period, our Public Shareholders may ~~negatively~~receive ~~impact~~only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our ~~operations~~Trust Account and ~~profitability~~our Warrants will expire worthless.

~~The~~We may ~~net~~only be able to complete one Initial Business Combination with the proceeds ~~from~~of the Initial Public Offering and the sale of the Private Placement Warrants, ~~provided~~as usreduced ~~with~~by ~~approximately~~the ~~$333~~redemptions ~~million~~in ~~that~~connection wewith ~~may~~the ~~use~~Extensions, which will cause us to ~~complete~~be ~~our~~solely ~~Initial~~dependent ~~Business~~on a ~~Combination~~single ~~and~~business ~~pay~~which ~~related~~may ~~fees~~have a limited number of products or services. This lack of diversification may negatively impact our operations and ~~expenses~~profitability.

~~Although~~The ~~the~~net ~~Business~~proceeds ~~Combination~~from ~~Agreement contemplates an~~ the Initial ~~Business~~Public ~~Combination~~Offering ~~with~~and athe ~~single~~sale ~~target~~of ~~business, APRINOIA, if we do not complete~~ the ~~Proposed~~Private ~~Business~~Placement ~~Combination~~Warrants ~~we may~~provided ~~effectuate~~us ~~our Initial Business Combination~~ with aapproximately ~~single-target~~$333 ~~business~~million ~~or multiple-target businesses simultaneously or within a short period of time. However, we may not be able~~ to ~~effectuate~~complete our Initial Business Combination ~~with more than one target business because of various factors, including the existence of complex accounting issues~~ and ~~the~~pay ~~requirement~~related ~~that~~fees ~~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 basisexpenses. ByFollowing ~~completing~~ the ~~Proposed~~redemptions ~~Business~~in ~~Combination~~connection ~~or another Initial Business Combination~~ with ~~only~~the ~~APRINOIA or another single entity~~Extensions, ~~our~~ ~~lack~~as of ~~diversification~~October ~~may subject us to numerous economic~~31, ~~competitive and regulatory developments. Further~~ 2025, we ~~would~~had ~~not~~a beremaining ~~able~~balance toin ~~diversify~~cash ~~our~~held ~~operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations~~ in ~~different~~trust ~~industries or different areas~~ of aapproximately ~~single industry~~$1.86 ~~Accordingly, the prospects for our success may be:~~million.

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

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

●

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to the Proposed Business Combination or other Initial Business Combination.

If we do not complete the Proposed Business Combination, we may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our Initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

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

We are attempting to complete the Proposed Business Combination with ~~APRINOIA~~iRocket, a private company, and if we do not complete the Proposed Business Combination, we may attempt to complete ~~another~~our Initial Business Combination with a private company about which little information is available, which may result in an Initial Business Combination with ~~APRINOIA~~iRocket ~~with~~or aanother company that is not as profitable as we ~~suspected~~believed, if at all.

39We are attempting to complete the Proposed Business Combination with iRocket, a privately held company. In pursuing our acquisition strategy, if we do not complete the Proposed Business Combination we may seek to effectuate another Initial Business Combination with a different privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential Initial Business Combination on the basis of limited information, which may result in an Initial Business Combination with iRocket or another company that is not as profitable as we believed, if at all.

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We are attempting to complete the Proposed Business Combination with APRINOIA, a privately held company. In pursuing our acquisition strategy if we do not completed the Proposed Business Combination, we may seek to effectuate our Initial Business Combination with a different privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential Initial Business Combination on the basis of limited information, which may result in an Initial Business Combination with APRINOIA or another company that is not as profitable as we suspected, if at all.

Our management may not be able to maintain control of APRINOIA or another target business after the Proposed Business Combination or another Initial Business Combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

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

There are no assurances that the Extension Amendment will enable us to complete the Proposed Business Combination or another Initial Business Combination.

We can provide no assurances that the Proposed Business Combination or another Initial Business Combination will be consummated prior to the end of the extended combination window. Our ability to consummate any Initial Business Combination, including the Proposed Business Combination, is dependent on a variety of factors, many of which are beyond our control. The Company expects to seek shareholder approval of the Proposed Business Combination or any other Initial Business Combination. We were required to offer Public Shareholders the opportunity to redeem Public Shares in connection with the Extension Amendment, and we will be required to offer Public Shareholders redemption rights again in connection with any shareholder vote to approve the Proposed Business Combination or another Initial Business Combination. Even if the Proposed Business Combination or another Initial Business Combination is approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Proposed Business Combination or such other Initial Business Combination on commercially acceptable terms, or at all. The fact that we had a separate redemption period in connection with the Extension Amendment in which shareholders holding 28,119,098 Class A ordinary shares exercised their right to redeem exacerbates this risk. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

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

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Our Charter does not provide a specified maximum redemption threshold, except that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, although the Proposed Business Combination does not, any other proposed Initial Business Combination may, impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. We may be able to complete the Proposed Business Combination or another Initial Business Combination even though a substantial majority of our Public Shareholders do not agree with the transaction and have redeemed their Public Shares. Similarly, if we seek shareholder approval of the Proposed Business Combination (as we expect to do) or another Initial Business Combination and do not conduct redemptions pursuant to the tender offer rules, we may enter into privately negotiated agreements with Public Shareholders to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash requirements pursuant to the terms of the Proposed Business Combination or such other proposed Initial Business Combination exceed the aggregate amount of cash available to us, and if the minimum cash condition is not waived, we will not complete the Proposed Business Combination or other Initial Business Combination or redeem any Public Shares, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Initial Business Combination. This risk is magnified because, following the aforementioned redemptions in connection with the Extension, as of March 31, 2023, we had a balance in cash and investments held in trust of approximately $65,458,680.62.

We may be unable to obtain additional financing to complete the Proposed Business Combination or another Initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon the Proposed Business Combination or another Initial Business Combination.

Although we believe that the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants will be sufficient to allow us to complete the Proposed Business Combination or another Initial Business Combination, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants prove to be insufficient, either because of the size of the Proposed Business Combination or another Initial Business Combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with the Proposed Business Combination or another Initial Business Combination or the terms of negotiated transactions to purchase shares in connection with the Proposed Business Combination or another Initial Business Combination, we may be required to seek additional financing or to abandon the Proposed Business combination or other Initial Business Combination. We cannot assure investors that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete the Proposed Business Combination or another Initial Business Combination, we would be compelled to either restructure the transaction or abandon that particular transaction and seek an alternative target business candidate. This risk is magnified because, following the aforementioned redemptions in connection with the Extension, as of March 31, 2023, we had a balance in cash and investments held in trust of approximately $65,458,680.62. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless. In addition, even if we do not need additional financing to complete the Proposed Business Combination or another Initial Business Combination, we may require such financing to fund the operations or growth of APRINOIA or any other target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of APRINOIA or such other target business.

Our Sponsor controls a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that shareholders do not support. Similarly, following the consummation of the Proposed Business Combination or another Initial Business Combination, one or more shareholders of the target may have a substantial interest in the combined company and may require us to enter into agreements or other arrangements with respect to board composition and for designation rights.

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Our ~~Sponsor owns, on an as-converted basis, 57.5% of our issued and outstanding ordinary shares. Accordingly, it may exert a substantial influence on actions requiring a shareholder vote,~~ ~~potentially~~management inwill ~~a manner that shareholders do~~ not ~~support,~~maintain including amendments to our Charter. If our Sponsor purchases any additional Class A Ordinary Shares in the aftermarket or in privately negotiated transactions, this would increase its control. ~~Neither our Sponsor nor, to our knowledge, any~~ of ~~our~~iRocket ~~officers~~after 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, our board of directors, whose members were elected by our Sponsor, is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of shareholders to elect new directors prior to the completion of the Proposed Business Combination ~~or another Initial Business Combination~~, inand ~~which~~if ~~case~~we ~~all~~do ofnot ~~the~~complete ~~current directors will continue in office until at least~~ the ~~completion of the~~ Proposed Business ~~Combination or another Initial Business~~ Combination~~. If there is an annual meeting~~, asmay anot ~~consequence of our “staggered” board of directors, only a minority of the board of directors will~~ be ~~considered~~able ~~for~~to ~~election~~maintain ~~and our Sponsor, because of its ownership position, will~~ control ~~the outcome, as only holders~~ of ~~our~~another ~~Class~~target Bbusiness ~~ordinary~~after ~~shares will have the right to vote on the election of directors and to remove directors prior to the Proposed Business Combination or~~ another Initial Business Combination. ~~Accordingly,~~ ~~our~~Upon ~~Sponsor~~the ~~will~~loss of ~~continue to exert~~ control ~~at least until the completion~~ of ~~the~~a ~~Proposed~~target ~~Business Combination or another Initial Business Combination. In addition~~business, wenew ~~have~~management ~~agreed~~may not topossess ~~enter into a definitive agreement regarding an Initial Business Combination without~~ the ~~prior~~skills, ~~consent~~qualifications ofor ~~our~~abilities ~~Sponsor.~~necessary ~~Our Sponsor consented~~ to ~~our~~profitably ~~entry~~operate such ~~into the Business Combination Agreement with APRINOIA~~business.

~~Because~~Although the Proposed Business Combination is structured so that the post-transaction company, Holdco, in which our Public Shareholders will own shares, will own 100% of the equity interests of iRocket, we ~~must~~may ~~furnish~~structure another Initial Business Combination so that the post-transaction company in which our ~~shareholders~~Public ~~with~~Shareholders own shares will own less than 100% of the equity interests or assets of a target business, ~~financial~~but we ~~statements~~will only complete such other Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target, as with the Proposed Business Combination, our shareholders prior to our Initial Business Combination will collectively own a minority interest in Holdco, and if we ~~may~~do ~~lose~~not complete the ~~ability~~Proposed toBusiness Combination and instead complete ananother ~~otherwise~~Initial ~~advantageous~~Business Combination, would most likely collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in such other Initial Business Combination. ~~with~~For ~~some~~example, ~~prospective~~we could pursue a transaction in which we issue a substantial number of new Class A Ordinary Shares in exchange for all of the outstanding capital stock 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 Class A Ordinary Shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A Ordinary Shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger fraction of the Company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

~~The federal proxy rules require that a proxy statement with respect to a vote on the Proposed Business Combination or any other Initial Business Combination meeting certain financial~~We ~~significance~~do tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not ~~they~~have ~~are required~~a ~~under~~specified ~~the~~maximum ~~tender~~redemption ~~offer rules~~threshold. InThe ~~the~~absence ~~case~~ of ~~APRINOIA,~~such ~~these~~a ~~financial~~redemption ~~statements~~threshold ~~are, and in the case of any other target company, these financial statements~~ may bemake ~~required~~it topossible befor ~~prepared~~us ~~in accordance with, or be reconciled~~ to, ~~accounting principles generally accepted in~~ complete the ~~United~~Proposed ~~States~~Business ofCombination ~~America (“GAAP”)~~ or ~~international~~another ~~financial~~Initial ~~reporting~~Business ~~standards~~Combination ~~(“IFRS”)~~even asthough ~~issued~~almost byall the International Accounting Standards Board (“IASB”), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public ~~Company~~Shares ~~Accounting~~issued Oversight Board (United States) (“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 statements in ~~time~~our ~~for us to disclose such statements in accordance with federal proxy rules and complete~~Initial ~~the~~Public ~~Proposed~~Offering ~~Business~~have ~~Combination~~already orbeen ~~another Initial Business Combination within the prescribed time frame~~redeemed.

~~Compliance~~Our ~~obligations~~Charter ~~under~~does not currently provide a specified maximum redemption threshold. Although the ~~Sarbanes-Oxley~~Proposed ~~Act~~Business Combination does not, another Initial Business Combination may ~~make~~impose ita ~~more~~minimum ~~difficult~~cash requirement for: us(i) cash consideration to ~~effectuate~~be paid to the ~~Proposed~~target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. We may be able to complete an Initial Business Combination oreven ~~another~~though a substantial majority of the Public Shares issued in our Initial ~~Business~~Public Offering have already been redeemed in connection with the Extensions. Similarly, if we seek shareholder approval of an Initial Business Combination, ~~require~~as ~~substantial~~we ~~financial~~intend ~~and~~to ~~management~~do ~~resources~~in connection with the Proposed Business Combination, and ~~increase~~do not conduct redemptions pursuant to the ~~time~~tender ~~and~~offer ~~costs~~rules, we may enter into privately negotiated agreements with Public Shareholders to sell their shares to our Sponsor, officers, directors, advisors or any of their ~~completing~~affiliates. In the ~~Proposed~~event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash requirements pursuant to the terms of our Initial Business Combination exceed the aggregate amount of cash available to us, and if the minimum cash condition is not waived, we will not complete an Initial Business Combination or ~~another~~redeem any Public Shares, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate Initial Business Combination. This risk is magnified because, following redemptions in connection with the Extensions, as of October 31, 2025, we had a balance in cash held in trust of approximately $1.86 million.

~~Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with this annual report. Only in the event we are deemed to be a large~~We ~~accelerated~~may ~~filer or an accelerated filer and no longer qualify as an emerging growth company, will we not~~ be ~~required~~unable to ~~comply~~obtain ~~with~~additional ~~the~~financing independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to ~~other public companies because a target business, such as APRINOIA, with which we seek to~~ complete the Proposed Business Combination or another Initial Business Combination ~~may~~or to ~~not~~fund ~~be in compliance with~~ the ~~provisions~~operations ofand ~~the~~growth ~~Sarbanes-Oxley Act regarding adequacy~~ of ~~its~~iRocket ~~internal~~or ~~controls.~~another ~~The development~~target ofbusiness, ~~the~~which ~~internal~~could ~~control~~compel ofus ~~any such entity~~ to ~~achieve~~restructure ~~compliance~~or ~~with~~abandon the ~~Sarbanes-Oxley~~Proposed Business ~~Act~~Combination ~~may~~or ~~increase~~another ~~the~~Initial ~~time~~Business ~~and costs necessary to complete any such acquisition~~Combination.

IfAlthough we ~~pursue~~believe athat ~~target~~the remaining ~~company~~net ~~with~~proceeds ~~operations~~of orthe ~~opportunities~~Initial ~~outside~~Public Offering and the sale of the ~~United~~Private ~~States~~Placement ~~for~~Warrants, plus the proceeds of loans from our ~~Initial~~Sponsor, its affiliates or members will be sufficient to allow us to complete the Proposed Business Combination or another Initial Business Combination, aswe cannot ascertain the capital requirements for any particular transaction. Because of the redemptions in connection with Public Shares, the depletion of the available net proceeds in search of a target business, the size of the Proposed Business Combination or another Initial Business Combination, weor ~~may~~the ~~face~~terms ~~additional~~of ~~burdens~~negotiated transactions to purchase shares in connection with ~~investigating~~the Proposed Business Combination or another Initial Business Combination, ~~agreeing~~we will be required to ~~and~~seek ~~completing~~additional financing or to abandon the Proposed Business Combination or ~~such~~another ~~other~~ Initial Business Combination,. ~~and~~We cannot assure investors that such financing will be available on acceptable terms, if weat ~~effect~~all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable for the Proposed Business Combination or such other Initial Business Combination, we would be ~~subject~~ compelled to either restructure the transaction or abandon the Proposed Business Combination or other Initial Business Combination and seek an alternative target business candidate. This risk is magnified because, following redemptions in connection with the Extensions, as of October 31, 2025, we had a ~~variety~~balance in cash held in trust of ~~additional~~approximately ~~risks~~$1.86 ~~that~~million. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may ~~negatively~~receive ~~impact~~only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless. In addition, even if we do not need additional financing to complete the Proposed Business Combination or another Initial Business Combination, we will likely require such financing to fund the operations or growth of iRocket or another target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of iRocket or such other target business.

In connection with the Proposed Business Combination with APRINOIA we will be, and if we do not complete the Proposed Business Combination and pursue another target company with operations or opportunities outside of the United States for our Initial Business Combination, we would be, subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing the Proposed Business Combination or another Initial Business Combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

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IfOur Sponsor wecontrols ~~effect~~a super-majority interest in us and thus has control over actions requiring a shareholder vote, potentially in a manner that shareholders may not support. Similarly, following the consummation of the Proposed Business Combination, ~~with~~the ~~APRINOIA~~founder and CEO of iRocket will have a substantial economic and controlling voting interest in Holdco, orand following the consummation of another Initial Business Combination, ~~with~~one aor ~~company~~more ~~with~~shareholders ~~operations~~of orsuch ~~opportunities~~other ~~outside~~target ofmay have a substantial interest in the ~~United~~combined ~~States~~company, weand ~~would~~may berequire ~~subject~~us to ~~any~~enter ~~special~~into ~~considerations~~agreements or ~~risks~~other ~~associated~~arrangements with ~~companies~~respect ~~operating~~to inboard ancomposition ~~international~~and ~~setting,~~for ~~including~~designation ~~any of the following:~~rights.

•Our Sponsor ~~costs~~owns, on an as-converted basis, 98.23% of our issued and ~~difficulties~~outstanding ~~inherent~~ordinary shares. Accordingly, it controls actions requiring a shareholder vote, potentially in ~~managing~~a ~~cross-border~~manner ~~business~~that ~~operations;~~Public Shareholders may not support, including amendments to our Charter. If our Sponsor purchases any additional Class A Ordinary Shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our Sponsor 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, our board of directors, whose members were initially elected by our Sponsor, is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of shareholders to elect new directors prior to the completion of the Proposed Business Combination or another Initial Business Combination, in which case all of the current directors will continue in office until at least the completion of the Proposed Business Combination or another Initial Business Combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our Sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the election of directors and to remove directors prior to the Proposed Business Combination or another Initial Business Combination. Accordingly, our Sponsor will continue to exert control at least until the completion of the Proposed Business Combination or another Initial Business Combination. In addition, we have agreed not to enter into a definitive agreement regarding an Initial Business Combination without the prior consent of our Sponsor. Our Sponsor consented to our entry into the Merger Agreement with iRocket.

•Following the ~~rules~~Proposed Business Combination, the founder and ~~regulations~~CEO ~~regarding~~of ~~currency~~iRocket ~~redemption;~~will have a significant economic and controlling voting interest in Holdco, and therefore will control matters requiring a stockholder vote, such as the election of directors and amendments to Holdco’s certificate of incorporation. If we do not complete the Proposed Business Combination, following the consummation of another our Initial Business Combination, one or more shareholders of such other the target may have a substantial interest in the combined company, and may require us to enter into agreements or other arrangements with respect to board composition and for designation rights.

•Because we ~~complex~~must ~~corporate~~furnish ~~withholding~~our ~~taxes~~shareholders onwith ~~individuals;~~target business financial statements, we may lose the ability to complete an otherwise advantageous Initial Business Combination with some prospective target businesses.

•The federal ~~laws~~proxy ~~governing~~rules require that a proxy statement with respect to a vote on an Initial Business Combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the ~~manner~~same financial statement disclosure in ~~which~~connection ~~future~~with ~~business~~our ~~combinations~~tender offer documents, whether or not they are required under the tender offer rules. In the case of iRocket, these financial statements are, and in the case of any other target company, these financial statements may be ~~effected;~~required to be prepared in accordance with, or be reconciled to, GAAP or international financial reporting standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), 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) (“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 statements in time for us to disclose such statements in accordance with federal proxy rules and complete the Proposed Business Combination or another Initial Business Combination within the prescribed time frame.

• exchange listing and/or delisting requirements;

• tariffs and trade barriers;

• regulations related to customs and import/export matters;

• local or regional economic policies and market conditions;

• unexpected changes in regulatory requirements;

• longer payment cycles;

• tax issues, such as tax law changes and variations in tax laws as compared to the United States;

• currency fluctuations and exchange controls;

• rates of inflation;

• challenges in collecting accounts receivable;

• cultural and language differences;

• employment regulations;

• underdeveloped or unpredictable legal or regulatory systems;

• corruption;

• protection of intellectual property;

• social unrest, crime, strikes, riots and civil disturbances;

• regime changes and political upheaval;

• terrorist attacks, natural disasters and wars; and

• deterioration of political relations with the United States.

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

We have in the past, and if the Proposed Business Combination is not completed, may in the future, seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

We have in the past, and if the Proposed Business Combination is not completed, may in the future, seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

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~~To the extent we complete our Initial Business Combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in~~Compliance ~~the~~obligations ~~operations~~under of the ~~business~~Sarbanes-Oxley ~~with~~Act ~~which~~may wemake ~~combine,~~it ~~which~~more ~~could~~difficult ~~delay~~for ~~or prevent~~ us ~~from implementing our strategy. Although our management team will endeavor~~ to ~~evaluate~~effectuate the ~~risks~~Proposed ~~inherent~~Business inCombination ~~a particular target business and its operations, we may not be able to properly ascertain~~ or ~~assess all of the significant risk factors until we complete our~~ another Initial Business Combination~~. If we are not able to achieve our desired operational improvements~~, orrequire ~~the improvements~~substantial ~~take~~financial ~~longer~~and tomanagement ~~implement than anticipated~~resources, weand ~~may~~increase ~~not achieve~~ the ~~gains~~time ~~that we anticipate. Furthermore, some of these risks~~ and ~~complexities~~costs ~~may be outside~~ of ~~our~~completing ~~control and leave us with no ability to control or reduce~~an ~~the~~Initial ~~chances~~Business ~~that those risks and complexities will adversely impact a target business~~Combination. ~~Such combination may not be as successful as a combination with a smaller, less complex organization.~~

AsSection 404 of the ~~number~~Sarbanes-Oxley Act requires that we evaluate and report on our system of ~~special~~internal ~~purpose~~controls. ~~acquisition~~Only ~~companies~~in ~~evaluating~~the ~~targets~~event ~~increases,~~we ~~attractive~~are ~~targets~~deemed to ~~may~~be ~~become~~a ~~scarcer~~large accelerated filer or an accelerated filer and ~~there~~no ~~may~~longer bequalify ~~more~~as ~~competition~~an ~~for~~emerging growth company, will we not be required ~~attractive~~to ~~targets~~comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The Iffact that we doare ~~not~~a ~~consummate~~special purpose acquisition company makes compliance with the ~~Proposed~~requirements ~~Business~~of ~~Combination~~the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business, ~~this~~such ~~could~~as ~~increase~~iRocket, with which we seek to complete the Proposed ~~cost~~Business ofCombination ~~any~~or ~~other~~another Initial Business Combination ~~and~~may ~~could~~not ~~even~~be ~~result~~ in ~~our~~compliance ~~inability~~with tothe ~~find~~provisions ~~another~~of ~~target~~the orSarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to ~~consummate~~achieve ancompliance with ~~Initial~~the ~~Business~~Sarbanes-Oxley ~~Combination~~Act may increase the time and costs necessary to complete any such acquisition.

InIf we ~~recent~~pursue ~~years,~~a ~~the~~target ~~number~~company ofwith ~~special~~operations ~~purpose~~or ~~acquisition~~opportunities ~~companies~~outside ~~that~~of ~~have~~the ~~been~~United ~~formed~~States ~~has increased substantially. Many potential targets~~ for ~~special~~our ~~purpose~~Initial ~~acquisition~~Business ~~companies~~Combination, ~~have~~as with ~~already~~the ~~entered~~Proposed ~~into~~Business ~~an initial business combination~~Combination, ~~and~~we ~~there~~may ~~are~~face ~~still~~additional ~~many~~burdens ~~special~~in ~~purpose~~connection ~~acquisition~~with ~~companies~~investigating, ~~seeking~~agreeing ~~targets~~to ~~for~~and ~~their~~completing ~~initial~~the ~~business~~Proposed Business ~~combination,~~Combination asor ~~well as many~~ such ~~companies~~other ~~currently~~Initial inBusiness ~~registration. As a result~~Combination, atand ~~times,~~if ~~fewer~~we ~~attractive~~effect ~~targets~~the ~~may~~Proposed beBusiness ~~available,~~Combination ~~and~~or itsuch ~~may~~other ~~require~~Initial Business ~~more time~~Combination, ~~more~~we ~~effort~~would ~~and~~be ~~more~~subject ~~resources~~ to ~~identify~~ a ~~suitable~~variety ~~target~~of ~~and~~additional torisks ~~consummate~~that anmay ~~Initial~~negatively ~~Business~~impact ~~Combination~~our operations.

In connection ~~addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination~~ with ~~available targets,~~ the ~~competition~~Proposed ~~for~~Business ~~available~~Combination ~~targets~~ with ~~attractive~~iRocket ~~fundamentals~~we orwill ~~business models may increase~~be, ~~which~~and ~~could~~if ~~cause~~we ~~target~~do ~~companies~~not tocomplete ~~demand~~the ~~improved~~Proposed ~~financial~~Business ~~terms.~~Combination and ~~Attractive~~pursue ~~deals~~another ~~could~~target ~~also~~company ~~become~~with ~~scarcer~~operations ~~for other reasons, such as economic~~ or ~~industry~~opportunities ~~sector downturns,~~outside ~~geopolitical~~of ~~tensions including between~~ the ~~U.S.~~United ~~and~~States ~~China~~for ~~and~~our ~~between~~Initial ~~Russia~~Business ~~and Ukraine~~Combination, we orwould ~~increases~~be, insubject ~~the~~to ~~cost~~risks ofassociated ~~additional~~with ~~capital~~cross-border ~~needed to close~~ business combinations, orincluding ~~operate~~in ~~targets~~connection ~~post-business~~with ~~combination.~~investigating, Ifagreeing weto doand ~~not~~completing ~~consummate~~ the Proposed Business Combination, ~~this~~or ~~could~~another ~~increase~~Initial ~~the~~Business ~~cost of~~Combination, ~~delay~~conducting ordue ~~otherwise~~diligence ~~complicate~~in ora ~~frustrate~~foreign ~~our~~jurisdiction, having ~~ability~~such totransaction ~~find~~approved ~~and~~by ~~consummate~~any anlocal ~~Initial~~governments, ~~Business~~regulators ~~Combination,~~or agencies and ~~may~~changes ~~result~~ in ~~our~~the ~~inability~~purchase ~~to consummate~~price anbased ~~alternative Initial Business Combination~~ on ~~terms~~fluctuations in ~~favorable~~foreign toexchange ~~our investors altogether~~rates.

~~Although~~ If we ~~did~~effect ~~not do so in connection with~~ the Proposed Business Combination, wewith ~~may engage the underwriters from the Initial Public Offering~~iRocket, or ~~one~~another ~~of their respective affiliates, to provide additional services to us, which may include acting as financial advisor in connection with an alternative~~ Initial Business Combination orwith asa ~~placement~~company ~~agent in connection~~ with aoperations ~~related~~or ~~financing~~opportunities ~~transaction.~~outside ~~Although~~of ~~they have waived their entitlement in connection with~~ the ~~Proposed~~United ~~Business Combination~~States, ~~such~~we ~~underwriters~~would ~~are~~be ~~entitled~~subject to ~~receive deferred commissions that will be released from the trust only on a completion of~~ any ~~other~~special ~~Initial~~considerations ~~Business~~or ~~Combination.~~risks ~~These~~associated ~~financial~~with ~~incentives~~companies ~~may~~operating ~~cause such underwriters to have potential conflicts of interest~~ in ~~rendering~~an ~~any such additional services to us~~international setting, including, ~~for~~any ~~example,~~of ~~in connection with~~ the ~~sourcing~~ ~~and consummation of an alternative Initial Business Combination.~~following:

~~Although~~● wecosts did not do so in connection with the Proposed Business Combination, we may engage the underwriters from the Initial Public Offering, or one of their respective affiliates, to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay such underwriters or their respective affiliates fair and ~~reasonable~~difficulties ~~fees~~inherent ~~or other compensation that would be determined at that time~~ in anmanaging ~~arm’s~~cross-border length negotiation. Although they have waived their entitlement in connection with the Proposed Business Combination, such underwriters are also entitled to receive deferred commissions that are conditioned on the completion of any other Initial Business Combination. The fact that such underwriters or their respective affiliates’ financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an alternative Initial Business Combination.operations;

●

rules and regulations regarding currency redemption;

●

complex corporate withholding taxes on individuals;

●

laws governing the manner in which future business combinations may be effected;

●

exchange listing and/or delisting requirements;

●

tariffs and trade barriers;

●

regulations related to customs and import/export matters;

●

local or regional economic policies and market conditions;

●

unexpected changes in regulatory requirements;

●

longer payment cycles;

●

tax issues, such as tax law changes and variations in tax laws as compared to the United States;

●

currency fluctuations and exchange controls;

●

rates of inflation;

●

challenges in collecting accounts receivable;

●

cultural and language differences;

●

employment regulations;

●

underdeveloped or unpredictable legal or regulatory systems;

●

corruption;

●

protection of intellectual property;

●

social unrest, crime, strikes, riots and civil disturbances;

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~~Risks~~● ~~Relating~~regime tochanges ~~Ownership~~and ofpolitical ~~Our Securities~~upheaval;

If● weterrorist ~~have not consummated the Proposed Business Combination or another Initial Business Combination by September 16~~attacks, ~~2023,~~natural ~~our~~disasters ~~Public~~and ~~Shareholders~~wars; ~~may be forced to wait beyond September 16, 2023 before redemption from our Trust Account.~~and

If● wedeterioration have not consummated the Proposed Business Combination or another Initial Business Combination by September 16, 2023, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of ~~interest~~political torelations pay dissolution expenses), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of our Charter prior to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the ~~applicable~~United ~~provisions of the Companies Act~~States. In that case, investors may be forced to wait beyond September 16, 2023 before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate the Proposed Business Combination or another Initial Business Combination or amend certain provisions of our Charter, and only then in cases where investors have sought to redeem their Class A Ordinary Shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we do not complete the Proposed Business Combination or another Initial Business Combination and do not amend certain provisions of our Charter. Our Charter will provide that, if we wind up for any other reason prior to the consummation of the Proposed Business Combination or another Initial Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

~~Shareholders~~We may ~~will~~ not ~~have~~be ~~any~~able ~~rights~~to oradequately ~~interests~~address inthese ~~funds~~additional ~~from~~risks. If we were unable to do so, we may be unable to complete the ~~Trust~~Proposed ~~Account~~Business Combination or such other Initial Business Combination, ~~except~~or, ~~under~~if ~~certain~~we ~~limited~~complete ~~circumstances.~~such ~~Therefore~~combination, toour ~~liquidate~~operations ~~its~~might ~~investment~~suffer, aneither of which ~~investor~~may adversely impact our business, financial condition and results of operations. See “—Changes in international trade policies, tariffs and treaties affecting imports and exports may behave ~~forced~~a material adverse effect on our search for an Initial Business Combination target if we do not complete the Proposed Business Combination, our ability to ~~sell~~complete ~~its~~the ~~Public~~Proposed ~~Shares~~Business Combination or ~~Public~~another ~~Warrants~~Initial Business Combination, ~~potentially~~and/or atour abusiness, ~~loss~~financial condition and results of operations following completion of the Proposed Business Combination or another Initial Business Combination.”

~~Our remaining Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of the Proposed Business Combination or~~We ~~another~~have ~~Initial Business Combination, and then only~~ in ~~connection with those Public Shares that such Public Shareholder properly elected to redeem, subject to~~ the ~~limitations~~past ~~described herein~~sought, ~~(ii)~~and the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend our Charter (A) to modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with our Initial Business Combination or to redeem 100% of our Public Shares if ~~we do not complete~~ the Proposed Business Combination oris ~~another~~not ~~Initial Business Combination by September 16~~completed, ~~2023~~may orin ~~(B) with respect to any other provision relating to~~ the ~~rights~~future ~~of Public Shareholders or pre-Initial Business Combination activity~~seek, ~~and (iii) the redemption of our Public Shares if we have not consummated the Proposed Business Combination or another initial~~ business ~~by September~~combination ~~16, 2023, subject to applicable law and as further described herein. Public Shareholders who redeem their Public Shares in connection~~ opportunities with a ~~shareholder~~high ~~vote~~degree ~~described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion~~ of ancomplexity ~~Initial~~that ~~Business~~require ~~Combination~~significant oroperational ~~liquidation if we have not consummated the Proposed Business Combination or another Initial Business Combination by September 16~~improvements, ~~2023,~~which ~~with~~could ~~respect~~delay ~~to such Public Shares so redeemed. In no other circumstances will a Public Shareholder have any right~~ or ~~interest~~prevent ofus ~~any~~from ~~kind~~achieving ~~in the Trust Account. Holders of Warrants will not have any right to the proceeds held~~our indesired ~~the Trust Account with respect to the Warrants~~results. ~~Accordingly, to liquidate their investment, Public Shareholders may be forced to sell their Public Shares or Warrants, potentially at a loss.~~

~~The~~We have ~~NYSE~~in the past, and if the Proposed Business Combination is not completed, may ~~delist~~in ~~our~~the ~~securities~~future, ~~from~~seek ~~trading~~business oncombination ~~its~~opportunities with ~~exchange~~large, ~~which~~highly ~~could~~complex ~~limit~~companies ~~investors’~~that ~~ability~~we believe would benefit from operational improvements. While we intend to ~~make~~implement ~~transactions~~such inimprovements, to the extent that our ~~securities~~efforts ~~and~~are ~~subject~~delayed usor we are unable to ~~additional~~achieve the desired improvements, the Initial Business Combination may ~~trading~~not ~~restrictions~~be as successful as we anticipate.

~~Our~~To the ~~Units~~extent we complete our Initial Business Combination with a large complex business or entity with a complex operating structure, ~~Public~~we may ~~Shares~~also ~~and~~be ~~Public~~affected ~~Warrants~~by ~~are~~numerous ~~listed~~risks oninherent in the ~~NYSE.~~operations Weof ~~cannot~~the ~~assure~~business ~~investors~~with ~~that~~which ~~our~~we ~~securities~~combine, which could delay or ~~the~~prevent us ~~securities~~from ~~into~~implementing ~~which~~our ~~they~~strategy. ~~are~~Although ~~converted,~~our management team will ~~continue~~endeavor to ~~be listed~~evaluate on the ~~NYSE~~risks inherent in ~~the~~a ~~future~~particular ortarget ~~prior~~business and its operations, we may not be able to properly ascertain or assess all of the ~~Proposed~~significant ~~Business~~risk ~~Combination~~factors oruntil ~~another~~we ~~Initial~~complete our Initial Business Combination. InIf ~~order~~we toare ~~continue~~not ~~listing~~able ~~our~~to ~~securities~~achieve onour ~~the~~desired ~~NYSE~~operational ~~prior~~improvements, toor the ~~Proposed~~improvements ~~Business~~take ~~Combination~~longer orto ~~another~~implement ~~Initial~~than ~~Business Combination~~anticipated, we ~~must~~may ~~maintain~~not ~~certain~~achieve ~~financial~~the gains that we anticipate. Furthermore, ~~distribution~~some of these risks and ~~share~~complexities ~~price~~may ~~levels.~~be ~~Generally,~~outside weof our ~~must~~control ~~maintain~~and aleave ~~minimum~~us ~~market~~with ~~capitalization~~no ~~(generally~~ability ~~$50,000,000)~~to control or reduce the chances that those risks and complexities will adversely impact a ~~minimum~~target business. ~~number~~Such ofcombination ~~holders~~may ofnot ~~our~~be ~~securities (generally~~as ~~300~~successful ~~public~~as ~~holders)~~a combination with a smaller, less complex organization.

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. If we do not consummate the Proposed Business Combination, this could increase the cost of any other Initial Business Combination and could even result in our inability to find a target or to consummate an Initial Business Combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies, the vast majority of which are listed on national securities exchanges seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, and particularly following the Company’s delisting from NYSE, fewer attractive targets may be available to the Company, and it may require more time, more effort and more resources to identify a suitable target and to consummate an Initial Business Combination.

In addition, because there are more special purpose acquisition companies, the vast majority of whom have an advantage over the Company because they are listed on national securities exchanges, seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. If we do not complete the Proposed Business Combination, this could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an Initial Business Combination, and may result in our inability to consummate an Initial Business Combination on terms favorable to our investors altogether.

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~~Additionally, our Units will not be traded after completion of our Initial Business Combination, including the Proposed Business Combination and, in connection with our Initial Business~~Risks ~~Combination,~~Relating ~~we or the post-combination company will be required~~ to ~~demonstrate~~Ownership ~~compliance with the NYSE initial listing requirements, which are more rigorous than the NYSE continued listing requirements, in order to continue to maintain the listing~~ of ~~our~~Our ~~securities on the NYSE.~~Securities

~~For~~We may ~~instance,~~not inbe ~~order~~able ~~for our shares~~ to becomplete ~~listed~~the ~~upon~~Proposed ~~the~~Business ~~consummation~~Combination ofor ~~our~~another Initial Business Combination, atif ~~such~~the ~~time~~proposed ~~our~~transaction ~~share price would generally be required to be at least $4.00~~is ~~per~~subject ~~share, our total market capitalization would be required~~ to bereview ator ~~least~~approval ~~$200.0~~by ~~million,~~regulatory ~~the~~authorities ~~aggregate~~pursuant ~~market value of publicly held shares would be required~~ to becertain ~~at least $100~~U.~~0 million and we would be required to have at least 400 round lot shareholders~~S. Weor ~~cannot~~foreign ~~assure~~laws ~~investors~~or ~~that we will be able to meet those listing requirements at that time~~regulations.

IfCertain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the ~~NYSE~~event ~~delists~~that ~~any~~such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of ~~our~~time ~~securities~~that ~~from~~would ~~trading~~permit onthe ~~its~~Proposed ~~exchange~~Business ~~and~~Combination or another Initial Business Combination to be consummated with us, we ~~are~~may not be able to ~~list~~consummate ~~our~~the ~~securities~~Proposed onBusiness ~~another~~Combination ~~national~~with ~~securities exchange~~iRocket, weor ~~expect~~an ~~such~~Initial ~~securities~~Business ~~could~~Combination bewith another ~~quoted~~target. onIn anaddition, ~~over-the-counter~~regulatory ~~market.~~considerations Ifmay ~~this~~decrease ~~were~~the topool ~~occur,~~of potential target companies we ~~could~~may ~~face~~be ~~significant~~willing ~~material~~or ~~adverse~~able ~~consequences,~~to ~~including:~~consider.

•In the aUnited ~~limited~~States, ~~availability~~certain mergers that may affect competition may require certain filings and review by the Department of ~~market~~Justice ~~quotations~~and the ~~for~~Federal ~~our~~Trade ~~securities;~~Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

•Outside the ~~reduced~~United ~~liquidity~~States, ~~for~~laws or regulations may affect our ~~securities;~~ability to consummate the Proposed Business Combination or another Initial Business Combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated.

•U.S. and aforeign ~~determination~~regulators ~~that~~generally ~~our~~have ~~Class~~the Apower ~~Ordinary~~to ~~Shares~~deny ~~are~~the aability ~~“penny~~of ~~stock”~~the ~~which~~parties ~~will~~to ~~require~~consummate ~~brokers~~a ~~trading~~transaction inor ~~our~~to ~~Class~~condition Aapproval of ~~Ordinary~~a ~~Shares~~transaction toon ~~adhere~~specified toterms ~~more~~and ~~stringent~~conditions, ~~rules~~which ~~and~~may ~~possibly~~not ~~result~~be inacceptable to us or a ~~reduced~~target. ~~level~~In ofsuch ~~trading~~event, ~~activity~~we inmay ~~the~~not ~~secondary~~be ~~trading~~able to ~~market~~consummate ~~for~~a ~~our~~transaction ~~securities;~~with that potential target.

• As a ~~limited~~result ~~amount~~of these various restrictions, the pool of ~~news~~potential targets with which we could complete an Initial Business Combination may be limited, and ~~analyst~~we ~~coverage;~~may be adversely affected in terms of competing with other special purpose acquisition companies that do not have similar ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete an Initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. Were we to liquidate the Company, our Warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

•If we ahave ~~decreased~~not ~~ability~~consummated tothe ~~issue~~Proposed ~~additional~~Business ~~securities~~Combination or ~~obtain~~another ~~additional~~Initial ~~financing~~Business inCombination ~~the~~by ~~future~~March 16, 2026, our Public Shareholders may be forced to wait beyond March 16, 2026 before redemption from our Trust Account.

~~The~~If we ~~National~~have ~~Securities~~not ~~Markets~~consummated ~~Improvement~~the ~~Act~~Proposed ofBusiness ~~1996,~~Combination ~~which~~or isanother aInitial ~~federal~~Business ~~statute~~Combination by March 16, ~~prevents~~2026, orthe ~~preempts~~proceeds then on deposit in the ~~states~~Trust ~~from~~Account, ~~regulating~~including interest earned on the ~~sale~~funds ofheld ~~certain~~in ~~securities,~~the ~~which~~Trust ~~are~~Account ~~referred~~and not previously released to asus to ~~“covered~~pay ~~securities.”~~our ~~Our~~income ~~Units~~taxes, ~~Public~~if ~~Shares~~any (less taxes payable and ~~Public~~up ~~Warrants~~to ~~qualify~~$100,000 asof ~~covered~~interest ~~securities~~to ~~under~~pay ~~the~~dissolution ~~statute.~~expenses), ~~Although~~will be used to fund the redemption ~~states~~of ~~are~~our ~~preempted~~Public ~~from~~Shares, ~~regulating~~as ~~the~~further ~~sale~~described herein. Any redemption of ~~covered~~Public ~~securities,~~Shareholders from the ~~federal~~Trust ~~statute~~Account ~~does~~will ~~allow~~be ~~the~~effected ~~states~~automatically by function of our Charter prior to ~~investigate~~any ~~companies~~voluntary ifwinding ~~there~~up. isIf awe ~~suspicion~~are ofrequired ~~fraud~~to wind up, liquidate the Trust Account and distribute such amount therein, ifpro ~~there~~rata, isto aour ~~finding~~Public Shareholders, as part of ~~fraudulent~~any ~~activity~~liquidation process, ~~then~~such ~~the~~winding ~~states~~up, ~~can~~liquidation and ~~regulate~~distribution ormust ~~bar~~comply with the ~~sale~~applicable provisions of ~~covered~~the ~~securities~~Companies inAct. aIn ~~particular~~that case., ~~While~~investors wemay ~~are~~be ~~not~~forced ~~aware~~to ofwait abeyond ~~state~~March ~~having~~16, ~~used~~2026, ~~these~~before ~~powers~~the redemption proceeds of our Trust Account become available to ~~prohibit~~them, orand ~~restrict~~they receive the ~~sale~~return of ~~securities~~their ~~issued~~pro rata byportion ~~blank~~of ~~check~~the ~~companies,~~proceeds ~~other~~from ~~than~~our Trust Account. We have no obligation to return funds to investors prior to the ~~State~~date of ~~Idaho~~our redemption or liquidation unless, ~~certain~~prior ~~state~~thereto, ~~securities~~we ~~regulators~~consummate ~~view~~the ~~blank~~Proposed ~~check~~Business ~~companies~~Combination ~~unfavorably~~or ~~and~~another ~~might~~Initial ~~use~~Business ~~these powers,~~Combination or ~~threaten~~amend certain toprovisions ~~use~~of ~~these~~our ~~powers~~Charter, toand ~~hinder~~only ~~the~~then ~~sale~~in ofcases ~~securities~~where ofinvestors ~~blank~~have ~~check~~sought ~~companies~~to inredeem their ~~states~~Public Shares. ~~Further,~~Only ifupon weour ~~were~~redemption or noany ~~longer~~liquidation ~~listed~~will onPublic ~~the~~Shareholders ~~NYSE,~~be ~~our~~entitled ~~securities~~to ~~would~~distributions if we do not ~~qualify~~complete asthe ~~covered~~Proposed ~~securities~~Business ~~under~~Combination ~~the~~or another ~~statute~~Initial Business Combination and wedo ~~would~~not beamend ~~subject~~certain toprovisions ~~regulation~~of inour ~~each~~Charter. ~~state~~Our inCharter ~~which~~will provide that, if we ~~offer~~wind ~~our~~up ~~securities,~~for ~~including~~any other inreason ~~connection~~prior ~~with~~to the consummation of the Proposed Business Combination or another Initial Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

~~The~~Shareholders will ~~nominal~~not ~~purchase~~have ~~price~~any ~~paid~~rights byor ~~our~~interests ~~Sponsor~~in ~~for~~funds from the ~~Founder~~Trust ~~Shares~~Account, ~~may~~except ~~result~~under incertain ~~significant~~limited ~~dilution~~circumstances. Therefore, to ~~the~~liquidate its ~~implied~~investment, ~~value~~an ofinvestor ~~your~~may ~~Public~~be ~~Shares~~forced ~~upon~~to ~~the~~sell ~~consummation of~~its ~~the~~Public ~~Proposed~~Shares ~~Business~~or ~~Combination~~Public orWarrants, ~~another~~potentially ~~Initial~~at ~~Business~~a ~~Combination~~loss.

WeOur remaining ~~offered~~Public ~~our~~Shareholders ~~Units~~will atbe anentitled ~~offering~~to ~~price~~receive offunds ~~$10.00~~from ~~per Unit~~the ~~and,~~Trust asAccount only upon the earliest to occur of: ~~March~~(i) ~~31,~~our ~~2023,~~completion of the ~~amount~~Proposed inBusiness ~~our~~Combination ~~Trust~~or ~~Account~~another ~~was~~Initial ~~approximately~~Business ~~$65~~Combination,~~458,680.62,~~ ~~implying~~and athen ~~value~~only ofin ~~$10.26~~connection ~~per~~with those Public ~~Share.~~Shares ~~However~~that such Public Shareholder properly elected to redeem, ~~prior~~subject to ~~our~~the ~~Public~~limitations ~~Offering~~described herein, ~~our~~(ii) ~~Sponsor~~the ~~paid~~redemption aof ~~nominal~~any ~~aggregate~~Public ~~purchase price~~Shares ofproperly ~~$25,000~~tendered ~~for~~in ~~the~~connection ~~Founder~~with ~~Shares,~~a orshareholder ~~approximately~~vote ~~$0.003~~to ~~per~~amend ~~share.~~our AsCharter a(A) ~~result,~~to modify the ~~value~~substance or timing of ~~your~~our obligation to provide Public ~~Shares~~Shareholders ~~may~~the beright ~~significantly~~to ~~diluted~~have ~~upon~~their ~~the~~Public ~~consummation~~Shares ofredeemed in connection with the Proposed Business Combination or another Initial Business Combination, ~~when~~or ~~the~~to ~~Founder~~redeem ~~Shares~~100% ~~are~~of ~~converted~~our ~~into~~ Public Shares. ~~For~~if ~~example,~~we ~~the~~do ~~following~~not ~~table~~complete ~~shows~~ the ~~dilutive~~Proposed ~~effect~~Business ofCombination ~~the~~or another ~~Founder~~Initial ~~Shares~~Business onCombination ~~the~~by ~~implied~~March ~~value~~16, of2026 ~~the~~or ~~Public~~(B) ~~Shares~~with ~~that~~respect ~~remain~~to ~~outstanding~~any ~~following~~other ~~the Extension~~provision ~~upon~~relating to the ~~consummation~~rights of ~~the~~Public ~~Proposed Business Combination~~ Shareholders or ~~another~~ pre-Initial Business Combination ~~assuming~~activity, ~~that~~and ~~our~~(iii) ~~equity~~the ~~value~~redemption atof ~~that~~our ~~time~~Public isShares ~~$65,458,680.62,~~if ~~which is the amount~~ we ~~would~~ have ~~for~~not consummated the Proposed Business Combination or another Initial Business Combination inby ~~the~~March ~~Trust~~16, ~~Account~~2026, ~~assuming~~subject noto applicable law and as further ~~interest~~described isherein. ~~earned~~Public Shareholders onwho ~~the~~redeem ~~funds~~their ~~held~~Public Shares in ~~the~~connection ~~Trust~~with ~~Account,~~a noshareholder ~~additional~~vote ~~extension~~described ~~payments~~in ~~are~~clause ~~made~~(ii) ~~into~~in the ~~Trust~~preceding ~~Account~~sentence shall ~~and~~not ~~none~~be ofentitled to funds from the ~~remaining~~ ~~Public~~Trust ~~Shares~~Account ~~are~~upon ~~redeemed~~the insubsequent ~~connection~~completion ~~with~~of the Proposed Business Combination or ~~such other~~ another Initial Business Combination, ~~and~~or ~~without~~liquidation ~~taking~~if ~~into~~we ~~account~~have ~~any~~not ~~other~~consummated ~~potential~~an ~~impacts~~Initial onBusiness ~~our~~Combination ~~valuation~~by atMarch ~~such~~16, ~~time~~2026, ~~such~~with asrespect ~~the~~to ~~trading~~such ~~price of our~~ Public Shares, ~~the~~so ~~business~~redeemed. ~~combination~~In ~~transaction~~no ~~costs,~~other ~~any~~circumstances ~~equity~~will ~~issued~~a orPublic ~~cash~~Shareholder ~~paid~~have toany ~~the~~right ~~target’s sellers~~ or ~~other~~interest ~~third~~of ~~parties,~~any orkind in the Trust ~~target’s~~Account. ~~business~~Holders ~~itself,~~of ~~including~~Warrants ~~its~~will ~~assets,~~not ~~liabilities, management~~have ~~and~~any ~~prospects,~~right asto ~~well~~the asproceeds ~~the~~held ~~value~~in ofthe ~~our~~Trust ~~Public~~Account ~~Warrants~~with ~~and~~respect ~~Private~~to ~~Placement~~the Warrants. ~~At such valuation~~Accordingly, to ~~each~~liquidate oftheir ~~our~~investment, ~~ordinary~~Public ~~shares~~Shareholders ~~would~~may ~~have~~be anforced ~~implied~~to ~~value~~sell oftheir ~~approximately~~Public ~~$4.36~~Shares ~~per share upon consummation of the Proposed Business Combination~~ or ~~another Initial Business Combination~~Warrants, ~~which~~potentially isat a 56loss.~~4% decrease as compared to the initial implied value per public share of $10.00.~~

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Public Shares	6,380,902
Founder Shares	8,625,000
Total shares	15,005,902
Total funds in trust available for Initial Business Combination	$	65,458,680.62
Initial implied value per Public Share	$	10.00
Approximate implied value per share upon consummation of Initial Business Combination	$	4.36

The nominal purchase price paid by our Sponsor for the Founder Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of the Proposed Business Combination or another Initial Business Combination.

~~The~~We offered our Units at an offering price of $10.00 per Unit and, as of October 31, 2025, the amount in our Trust Account was approximately $1.86 million, implying a value of approximately $11.95 per Public Share. However, prior to our Public Offering, our Sponsor paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or approximately $0.003 per share, and on March 15, 2024, pursuant to the Class A Conversion, our Sponsor converted 4,300,000 Class B ordinary shares into an equal number of Class A Conversion Shares. Our Sponsor agreed to waive its redemption rights with respect to such Class A Conversion Shares in connection with a shareholder vote to approve an Initial Business Combination (including the Proposed Business Combination) and its right to receive any distribution from the Trust Account with respect to such Class A Conversion Shares. As a result, the value of our Public Shareholders’ Public Shares may be significantly diluted upon the consummation of the Proposed Business Combination or another Initial Business Combination, when the remaining Founder Shares are converted into Class A Ordinary Shares. For example, the following ~~completion~~table shows the dilutive effect of the Founder Shares and the Class A Conversion Shares on the implied value of the Public Shares that remain outstanding following the Fourth Extension upon the consummation of the Proposed Business Combination or another Initial Business Combination isassuming ~~likely~~that toour beequity ~~substantially~~value ~~higher~~at that time is $1,860,032, ~~than~~which is the ~~price~~amount ~~paid~~we would have for ~~them~~the Proposed Business Combination or another Initial Business Combination in the Trust Account assuming no further interest is earned on the funds held in the Trust Account, ~~even~~no ifadditional extension payments are made into the Trust Account and none of the remaining Public Shares are redeemed in connection with the Proposed Business Combination or such other Initial Business Combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our Public ~~ordinary~~Shares, ~~shares~~the atbusiness combination transaction costs, any equity issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our Public Warrants and Private Placement Warrants. At such ~~time~~valuation, iseach ~~substantially~~of ~~less~~our ~~than~~ordinary shares would have an implied value of approximately $100.0021 per share upon consummation of the Proposed Business Combination or another Initial Business Combination, which is a 97.9% decrease as compared to the initial implied value per Public Share of $10.00.

Our Sponsor invested in us an aggregate of approximately $8,925,000, comprised of the $25,000 purchase price for the Founder Shares and the $8,900,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00 per share upon consummation of the Proposed Business Combination or another Initial Business Combination, the 8,625,000 Founder Shares would have an aggregate implied value of $86,250,000. Even if the trading price of our ordinary shares were as low as $1.04 per share, and the Private Placement Warrants are worthless, the value of the Founder Shares would be equal to the Sponsor’s initial investment in us. As a result, our Sponsor is likely to be able to make a substantial profit on their investment in us at a time when our Public Shares have lost significant value. Accordingly, our management team may be more willing to pursue an Initial Business Combination, including the Proposed Business Combination, with a riskier or less-established target business than would be the case if our Sponsors had paid the same per share price for the Founder Shares as our Public Shareholders paid for their Public Shares.

Public Shares		155,614
Founder Shares and Class A Conversion Shares		8,625,000
Total shares		8,780,614
Total funds in the Trust Account available for Initial Business Combination		1,860,032
Initial implied value per Public Share	$	10.00
Approximate implied value per share upon consummation of Initial Business Combination	$	0.21

~~Holders~~The value of ~~Public~~the Founder Shares ~~will~~and ~~not~~Class beA ~~entitled~~Conversion toShares ~~vote~~following oncompletion ~~any~~of ~~election~~the ofProposed ~~directors~~Business weCombination ~~hold~~or ~~prior~~another Initial Business Combination is likely to be substantially higher than the ~~Proposed~~price ~~Business~~paid ~~Combination~~for orthem, ~~another~~even ~~Initial~~if ~~Business~~the trading price of our ordinary shares ~~Combination~~at such time is substantially less than $10.00 per share.

~~Prior~~Our Sponsor toinvested ~~the~~in ~~Proposed~~us ~~Business~~an ~~Combination~~aggregate orof ~~another~~approximately ~~Initial~~$8,925,000, ~~Business~~comprised ~~Combination~~of the $25,000 ~~only~~purchase ~~holders~~price offor ~~our~~the Founder Shares ~~have~~and the $8,900,000 ~~right~~purchase toprice ~~vote~~for on the ~~election~~Private ofPlacement ~~directors~~Warrants. ~~Holders~~On ofMarch ~~our Public~~15, ~~Shares~~2024, ~~are~~pursuant ~~not~~to ~~entitled~~the toClass ~~vote~~A onConversion, ~~the~~our ~~election~~Sponsor ofconverted 4,300,000 ~~directors~~Founder ~~during~~Shares ~~such~~into ~~time~~Class A Conversion Shares. InAssuming ~~addition,~~a ~~prior~~trading toprice ~~the~~of ~~Proposed~~$10.00 ~~Business~~per ~~Combination~~share orupon ~~another~~consummation ~~Initial~~of an Initial Business Combination, ~~holders~~the of8,625,000 aaggregate ~~majority~~number of ~~our~~ Founder Shares ~~may remove~~and aClass ~~member~~A Conversion Shares would have an aggregate implied value of $86,250,000. Even if the ~~board~~trading price of ~~directors~~our ~~for~~ordinary ~~any~~shares ~~reason~~were as low as $1.03 ~~Accordingly~~per share, ~~shareholders~~and ~~may~~the ~~not~~Private ~~have~~Placement ~~any~~Warrants were ~~say~~worthless, in the ~~management~~aggregate value of ~~our~~the ~~Company~~Founder ~~prior~~Shares toand ~~the~~Class ~~consummation~~A ofConversion ~~the~~Shares ~~Proposed~~would ~~Business~~be ~~Combination~~equal orto ~~another~~the ~~Initial~~Sponsor’s ~~Business~~initial ~~Combination~~investment in us.

~~The~~As a ~~Class~~result, Aour ~~Ordinary~~Sponsor ~~Shares~~is ~~issuable~~likely ~~upon~~to ~~exercise~~be ofable ~~the~~to ~~Warrants~~make ~~are~~a ~~not~~substantial ~~registered~~profit ~~under~~on ~~the~~their ~~Securities~~investment ~~Act~~in orus ~~any~~at ~~state~~a ~~securities~~time ~~laws~~when atour ~~this~~Public ~~time~~Shares have lost significant value. Accordingly, ~~and~~our nomanagement ~~such registration~~team may be inmore ~~place~~willing ~~when~~to anpursue ~~investor~~the ~~desires~~Proposed toBusiness ~~exercise~~Combination, ~~Warrants~~or another Initial Business Combination, ~~thus~~with ~~precluding~~a ~~such~~riskier ~~investor~~or ~~from~~less-established ~~being~~target ~~able~~business tothan ~~exercise~~would ~~its~~be ~~Warrants~~the ~~except~~case onif aour ~~cashless~~Sponsors ~~basis~~had ~~and~~paid ~~potentially~~the same ~~causing~~per ~~such~~share ~~Warrants~~price tofor ~~expire~~the ~~worthless~~Founder Shares as our Public Shareholders paid for their Public Shares.

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~~We have not registered any Class A Ordinary Shares issuable upon exercise of the Warrants under the Securities Act or any state securities laws at this time. However, under the terms of the~~Holders ~~warrant agreement, we have agreed that, as soon as practicable, but in no event later than twenty business days after the closing~~ of ~~our~~Public Initial Business Combination, including the Proposed Business Combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Proposed Business Combination or other Initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares ~~until the Warrants expire or are redeemed. We cannot assure investors that we~~ will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the above requirements, we will be ~~required~~entitled to ~~permit~~vote ~~holders to exercise their Warrants~~ on a cashless basis, in which case, the number of Class A Ordinary Shares that investors will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A Ordinary Shares per Warrant (subject to adjustment). However, no Warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any ~~shares~~election ~~to holders seeking to exercise their Warrants, unless the issuance~~ of ~~the~~directors shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the Warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our Company because the warrant holder will hold aprior ~~smaller number of Class A Ordinary Shares upon a cashless exercise of the Warrants they hold. In no event will we be required~~ to ~~net cash settle any Warrant, or issue securities or other compensation in exchange for~~ the ~~Warrants~~completion ~~in the event that we are unable to register or qualify the shares underlying the Warrants under applicable state securities laws and no exemption is available. If the issuance~~ of the ~~shares~~Proposed ~~upon~~Business ~~exercise of the Warrants is not so registered or~~Combination ~~qualified~~ or ~~exempt~~another from registration or qualification, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In such event, holders who acquired their Warrants as part of a purchase of Units will have paid the full Unit purchase price solely for the Class A Ordinary Shares included in the Units. There may be a circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their Warrants while a corresponding exemption does not exist for holders of the Public Warrants included as part of Units sold in the Initial ~~Public~~Business ~~Offering~~Combination. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their Warrants and sell the Class A Ordinary Shares underlying their Warrants while holders of our Public Warrants would not be able to exercise their Warrants and sell the underlying Class A Ordinary Shares. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A Ordinary Shares for sale under all applicable state securities laws. As a result, we may redeem the Warrants as set forth above even if the holders are otherwise unable to exercise their Warrants.

InPrior to ~~connection~~the ~~with~~completion of the Proposed Business Combination or another Initial Business Combination, only holders of our Founder Shares have the ~~Warrants~~right ~~will~~to vote on the election of directors. Holders of our Public Shares are not entitled to vote on the election of directors during such time. In addition, ~~and~~prior into ~~connection~~the ~~with~~Proposed ~~any~~Business ~~other~~Combination or another Initial Business Combination, ~~may,~~holders ~~become~~of ~~exercisable~~a ~~and~~majority of ~~redeemable~~our ~~for~~Founder aShares ~~security~~may ~~other~~remove ~~than~~a member of the ~~Class~~board Aof ~~Ordinary~~directors ~~Shares,~~for ~~and~~any ~~investors~~reason. ~~will~~Accordingly, shareholders may not have any ~~information~~say ~~regarding~~in ~~such~~the management ~~other~~of ~~security~~our atCompany ~~this~~prior ~~time~~to the consummation of the Proposed Business Combination or another Initial Business Combination.

~~In certain situations, including if we are not the surviving entity in our Initial Business Combination, which is the case in the Proposed Business Combination, the Warrants may become~~The ~~exercisable for a security other than the~~ Class A Ordinary Shares. Asissuable aupon ~~result,~~exercise ifof the ~~surviving company redeems the~~ Warrants ~~for~~are ~~securities~~not ~~pursuant~~registered tounder the ~~warrant~~Securities ~~agreement,~~Act ~~warrant~~or ~~holders~~any ~~may~~state ~~receive~~securities ~~a security in a company of which~~laws ~~they do not have information~~ at this time~~. Pursuant to the warrant agreement~~, ~~the~~and ~~surviving~~no ~~company~~such ~~will~~registration may be ~~required~~in toplace ~~use~~when ~~commercially~~an ~~reasonable~~investor ~~efforts~~desires to ~~register~~exercise ~~the~~Warrants, ~~issuance~~thus ofprecluding ~~the~~such ~~security~~investor ~~underlying~~from being ~~the~~able ~~Warrants~~to ~~within~~exercise ~~twenty business~~its ~~days~~Warrants ofexcept ~~the~~on ~~closing~~a ofcashless ~~the~~basis ~~Proposed~~and ~~Business~~potentially ~~Combination~~causing or such ~~other~~Warrants ~~Initial~~to ~~Business~~expire ~~Combination~~worthless.

~~The~~We have ~~surviving~~not ~~company~~registered any Class A Ordinary Shares issuable upon exercise of the Warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than twenty business days after the closing of the Proposed Business Combination or another Initial Business Combination, we will ~~issue~~use our commercially reasonable efforts to file with the SEC a ~~substantial~~registration ~~number~~statement covering the issuance of ~~ordinary~~such shares, and we orwill use our commercially reasonable efforts to cause the ~~surviving~~same ~~company~~to become effective within 60 business days after the closing of ~~any~~the ~~other~~Proposed ~~Initial~~Business Combination or another Initial Business Combination ~~may~~and ~~issue~~to ~~additional~~maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares until the Warrants expire or ~~preference~~are ~~shares~~redeemed. We cannot assure investors that we will be able to ~~complete~~do ~~another~~so ~~Initial~~if, ~~Business~~for ~~Combination~~example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the Warrants are not registered under anthe ~~employee~~Securities ~~incentive~~Act ~~plan~~in ~~after~~accordance with ~~completion~~the above requirements, we will be required to permit holders to exercise their Warrants on a cashless basis, in which case, the number of ~~such~~Class ~~other~~A ~~Initial~~Ordinary ~~Business~~Shares ~~Combination.~~that Weinvestors will receive upon cashless exercise will be based on a formula subject to a maximum ~~may~~amount ~~also~~of ~~issue~~shares equal to 0.361 Class A Ordinary Shares per Warrant (subject to adjustment). However, no Warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the ~~conversion~~securities laws of the ~~Founder~~state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A Ordinary Shares are at the time of any exercise of a ~~ratio~~Warrant ~~greater~~not ~~than~~listed ~~one-to-one~~on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the ~~time~~Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the Warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our Company because the warrant holder will hold a smaller number of Class A Ordinary Shares upon a cashless exercise of the Warrants they hold. In no event will we be required to net cash settle any ~~Initial~~Warrant, ~~Business~~or ~~Combination~~issue securities or other ~~than~~compensation in exchange for the ~~Proposed~~Warrants ~~Business~~in ~~Combination~~the event that we are unable to register or qualify the shares underlying the Warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In such event, holders who acquired their Warrants as part of a ~~result~~purchase of Units will have paid the full Unit purchase price ~~anti-dilution~~solely ~~provisions~~for ~~contained~~the Class A Ordinary Shares included in the Units. There may be a circumstance where an exemption from registration exists for holders of our ~~Charter~~Private Placement Warrants to exercise their Warrants while a corresponding exemption does not exist for holders of the Public Warrants included as part of Units sold in the Initial Public Offering. ~~Any~~In such ~~issuances~~an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would ~~dilute~~be able to exercise their Warrants and sell the ~~interest~~Class A Ordinary Shares underlying their Warrants while holders of our ~~shareholders~~Public Warrants would not be able to exercise their Warrants and ~~likely~~sell ~~present~~the ~~other~~underlying Class ~~risks~~A Ordinary Shares. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying class A Ordinary Shares for sale under all applicable state securities laws. As a result, we may redeem the Warrants as set forth above even if the holders are otherwise unable to exercise their Warrants.

Our Charter authorizes the issuance of up to 500,000,000 Class A Ordinary Shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. There are 493,619,098 and 41,375,000 authorized but unissued Class A Ordinary Shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding Warrants or shares issuable upon conversion of the Founder Shares, if any. The Founder Shares will automatically convert into Class A Ordinary Shares (which Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate the Proposed Business Combination or another Initial Business Combination) at the time of the Proposed Business Combination or such other Initial Business Combination or earlier at the option of the holders thereof as described herein and in our Charter.

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~~The surviving company of the Proposed Business Combination will issue a substantial number of ordinary shares and may issue additional preference shares to complete the Proposed Business~~In ~~Combination~~connection ~~and~~with ~~under an employee incentive plan after completion of~~ the Proposed Business Combination. ~~If we do not complete~~ the ~~Proposed~~Warrants ~~Business~~will, ~~Combination~~ and ~~instead~~in ~~complete~~connection anwith ~~alternate~~any ~~Initial Business Combination, we may issue a substantial number of additional Class A Ordinary Shares or preference shares to complete such~~ other Initial Business Combination, ~~or under an employee incentive plan after completion of such other Initial Business Combination. We or~~ the surviving company of the Proposed Business Combination or another Initial Business Combination may also issue Class A Ordinary Shares in connection with our redeeming the Warrants as described in “Description ~~of Securities—~~Warrants~~—Public~~ ~~Shareholders’~~may, ~~Warrants”~~become inexercisable ~~our~~and ~~IPO~~redeemable ~~Prospectus~~for ~~or upon conversion of the Founder Shares at~~ a ~~ratio~~security ~~greater than one-to-one at the time of any Initial Business Combination~~ other than the ~~Proposed Business~~Class ~~Combination~~A asOrdinary ~~a result of the anti-dilution provisions as set forth herein. However~~Shares, ~~our~~and ~~Charter~~investors ~~provides,~~will ~~among other things, that prior to or in connection with our Initial Business Combination, including the Proposed Business Combination, we may~~ not ~~issue~~have ~~additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on~~ any information ~~Initial~~regarding ~~Business~~such ~~Combination or on any~~ other ~~proposal~~security ~~presented~~at ~~to shareholders~~this ~~prior to or in connection with the completion of an Initial Business Combination~~time. ~~These provisions of our Charter, like all provisions of our Charter, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:~~

•In certain ~~may~~situations, ~~significantly~~including ~~dilute~~if ~~the~~we ~~equity~~are ~~interest~~not ofthe ~~investors~~surviving entity in ~~the~~our Initial ~~Public~~Business ~~Offering~~Combination, which ~~dilution~~will ~~would~~be ~~increase~~the ifcase in the ~~anti-dilution~~Proposed Business ~~provisions~~Combination, in the ~~Founder~~Warrants ~~Shares~~may ~~resulted~~become inexercisable ~~the~~for ~~issuance~~a ofsecurity other than the Class A Ordinary Shares. onAs a ~~greater~~result, ~~than~~if ~~one-~~the surviving company redeems the Warrants for securities pursuant to~~-one~~ ~~basis~~the ~~upon~~warrant ~~conversion~~agreement, warrant holders may receive a security in a company of which they do not have information at this time. Pursuant to the ~~Founder~~warrant ~~Shares;~~agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the Warrants within twenty business days of the closing of the Proposed Business Combination or such other Initial Business Combination.

•Holdco, the ~~may~~surviving ~~subordinate~~company of the ~~rights~~Proposed Business Combination will issue a substantial number of ~~holders~~shares of common stock, and we or the surviving company of any other Initial Business Combination may issue additional Class A Ordinary Shares ifor preference shares ~~are~~to ~~issued~~complete ~~with~~another Initial ~~rights~~Business ~~senior~~Combination toor ~~those~~under ~~afforded~~an ~~our~~employee incentive plan after completion of such Initial Business Combination. We may also issue Class A Ordinary Shares; upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of any Initial Business Combination other than the Proposed Business Combination as a result of the anti-dilution provisions contained in our Charter. Any such issuances would dilute the interest of our shareholders and likely present other risks.

•Our Charter ~~could~~authorizes ~~cause~~the aissuance ~~change~~of inup ~~control~~to if500,000,000 aClass ~~substantial~~A ~~number~~Ordinary ofShares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. There are 495,544,386 and 45,675,000 authorized but unissued Class A Ordinary Shares ~~are~~and ~~issued~~Class B ordinary shares, respectively, available for issuance which ~~may~~amount ~~affect,~~does ~~among~~not take ~~other~~into ~~things,~~account ~~our~~shares ~~ability~~reserved tofor ~~use~~issuance ~~our~~upon ~~net~~exercise ~~operating~~of ~~loss~~outstanding ~~carry~~Warrants ~~forwards~~or shares issuable upon conversion of the Founder Shares, if any,. ~~and~~The ~~could~~Founder ~~result~~Shares inwill automatically convert into Class A Ordinary Shares (which Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the ~~resignation~~Trust Account if we fail to consummate the Proposed Business Combination or ~~removal~~another Initial Business Combination) at the time of ~~our~~the ~~present~~Proposed ~~officers~~Business Combination or such other Initial Business Combination or earlier at the option of the holders thereof as described herein and ~~directors;~~in our Charter.

•Holdco, the surviving company of the Proposed Business Combination will issue a substantial number of shares of common stock and may ~~have~~issue additional shares of preferred stock to complete the ~~effect~~Proposed Business Combination and under an employee incentive plan after completion of ~~delaying~~the Proposed Business Combination. If we do not complete the Proposed Business Combination and instead complete an alternate Initial Business Combination, we or ~~preventing~~the surviving company of any such alternate Initial Business Combination may issue a ~~change~~substantial number of ~~control~~additional Class A Ordinary Shares or preference shares to complete such Initial Business Combination or under an employee incentive plan after completion of ussuch byInitial ~~diluting~~Business Combination. We or the ~~share~~surviving ~~ownership~~company of the Proposed Business Combination or ~~voting~~another ~~rights~~Initial Business Combination may also issue common stock or Class A Ordinary Shares in connection with redeeming the Warrants as described in “Description of Securities—Warrants—Public Shareholders’ Warrants” in Description of Registrant’s Securities, attached to this Annual Report as Exhibit 4.5 or upon conversion of the Founder Shares at a ~~person~~ratio ~~seeking~~greater than one-to-one at ~~obtain~~the ~~control~~time of ~~us;~~any Initial Business Combination other than the Proposed Business Combination as a result of the anti-dilution provisions as set forth herein. However, our Charter provides, among other things, that prior to or in connection with our Initial Business Combination, including the Proposed Business Combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Initial Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of an Initial Business Combination. These provisions of our Charter, like all provisions of our Charter, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

•● may ~~adversely~~significantly ~~affect~~dilute ~~prevailing~~the ~~market~~equity ~~prices~~interest ~~for~~of ~~our~~investors ~~Units~~in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Founder Shares resulted in the issuance of Class A Ordinary Shares ~~and/or~~on ~~Public~~a ~~Warrants;~~greater ~~and~~than one-to-one basis upon conversion of the Founder Shares;

•● may ~~not~~subordinate ~~result~~the inrights ~~adjustment~~of toholders ~~the~~of ~~exercise~~Class ~~price~~A ofOrdinary Shares if preference shares are issued with rights senior to those afforded our ~~Warrants.~~Class A Ordinary Shares;

~~We,~~● orcould ~~the~~cause ~~surviving~~a ~~company,~~change ~~may~~in ~~issue~~control ~~notes~~if ora ~~other~~substantial ~~debt~~number ~~securities,~~of orClass ~~otherwise~~A ~~incur~~Ordinary ~~substantial~~Shares ~~debt~~are issued, towhich ~~complete~~may anaffect, ~~Initial~~among ~~Business~~other ~~Combination~~things, ~~including~~our ~~the Proposed~~ability ~~Business~~to ~~Combination,~~use ~~which~~our ~~may~~net ~~adversely~~operating ~~affect~~loss ~~our~~carry ~~leverage~~forwards, ~~and~~if ~~financial~~any, ~~condition~~ and ~~thus~~could ~~negatively~~result ~~impact~~in the ~~value~~resignation or removal of our ~~shareholders’~~present ~~investment~~officers inand ~~us.~~directors;

~~We,~~● ~~or the surviving company,~~ may ~~choose~~have ~~to incur substantial debt to complete our Initial Business Combination, including~~ the ~~Proposed~~effect ~~Business~~of ~~Combination.~~delaying Weor ~~and~~preventing ~~our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender~~ a ~~waiver~~change of ~~any~~control ~~right, title, interest or claim~~ of ~~any~~us ~~kind~~by indiluting ~~or to~~ the ~~monies~~share ~~held~~ownership inor ~~the~~voting ~~Trust~~rights ~~Account. As such, no issuance~~ of ~~debt~~a ~~will~~person ~~affect~~seeking ~~the per-share~~to ~~amount~~obtain ~~available~~control ~~for redemption from the Trust Account. Nevertheless, the incurrence~~ of ~~debt could have a variety of negative effects, including:~~us;

•● ~~default~~may ~~and~~adversely ~~foreclosure~~affect onprevailing ~~our~~market ~~assets~~prices iffor our ~~operating~~Units, ~~revenues~~Class ~~after~~A ~~the~~Ordinary ~~Proposed~~Shares ~~Business Combination~~ and/or ~~another~~Public ~~Initial Business Combination are insufficient to repay our debt obligations~~Warrants; and

•● ~~acceleration~~may ofnot ~~our~~result ~~obligations~~in adjustment to ~~repay~~ the ~~indebtedness~~exercise ~~even~~price ~~if we make all principal and interest payments when due if we breach certain covenants that require the maintenance~~ of ~~certain~~our ~~financial ratios or reserves without a waiver or renegotiation of that covenant;~~Warrants.

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•We, or ~~our~~the ~~immediate~~surviving ~~payment~~company, ofmay ~~all~~issue ~~principal~~notes ~~and~~or ~~accrued~~other ~~interest~~debt securities, ifor ~~any~~otherwise incur substantial debt, ifto complete the ~~debt~~Proposed isBusiness Combination ~~payable~~or onanother ~~demand;~~Initial Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

•We, or ~~our~~the ~~inability~~surviving company, may choose to ~~obtain~~incur ~~necessary~~substantial ~~additional~~debt ~~financing~~to ifcomplete our Initial Business Combination, including the ~~debt~~Proposed ~~contains~~Business Combination. ~~covenants~~We ~~restricting~~and our ~~ability~~officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to ~~obtain~~the monies held in the Trust Account. As such, ~~financing~~no ~~while~~issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt iscould ~~outstanding;~~have a variety of negative effects, including:

•● ~~our~~default ~~inability~~and toforeclosure ~~pay~~on ~~dividends~~our onassets if our ~~Class~~operating Arevenues ~~Ordinary~~after ~~Shares~~the Proposed Business Combination or another Initial Business Combination are insufficient to repay our debt obligations;

•● ~~using~~acceleration aof ~~substantial~~our ~~portion~~obligations ofto ~~our~~repay ~~cash~~the ~~flow~~indebtedness toeven ~~pay~~if we make all principal and interest onpayments ~~our~~when ~~debt,~~due ~~which~~if ~~will~~we ~~reduce~~breach ~~the~~certain ~~funds~~covenants ~~available~~that ~~for~~require ~~dividends~~the onmaintenance ~~our~~of ~~Class~~certain Afinancial ~~Ordinary~~ratios ~~Shares~~or ifreserves ~~declared,~~without ~~expenses,~~a ~~capital~~waiver ~~expenditures,~~or ~~acquisitions~~renegotiation ~~and~~of ~~other~~that ~~general corporate purposes~~covenant;

•● ~~limitations on~~ our ~~flexibility~~immediate inpayment ~~planning~~of ~~for~~all principal and ~~reacting~~accrued tointerest, ~~changes~~if inany, ~~our~~if ~~business and in~~ the ~~industry~~debt inis ~~which~~payable weon ~~operate~~demand;

•● ~~increased~~our ~~vulnerability~~inability to ~~adverse~~obtain ~~changes~~necessary inadditional ~~general~~financing ~~economic,~~if ~~industry~~the ~~and~~debt ~~competitive~~contains ~~conditions~~covenants ~~and~~restricting ~~adverse~~our ~~changes~~ability into ~~government~~obtain ~~regulation;~~such ~~and~~financing while the debt is outstanding;

•● ~~limitations on~~ our ~~ability~~inability to ~~borrow~~pay ~~additional~~dividends ~~amounts~~on ~~for expenses, capital expenditures, acquisitions, debt service requirements, execution of~~ our ~~strategy~~Class ~~and~~A ~~other~~Ordinary ~~purposes and other disadvantages compared to our competitors who have less debt.~~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.

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 65% of the then-outstanding Public Warrants. As a result, the exercise price of Warrants could be increased, the exercise period could be shortened and the number of our Class A Ordinary Shares purchasable upon exercise of a Warrant could be decreased, all without warrant holder approval.

Our Warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the Warrants and the warrant agreement set forth in the IPO Prospectus, or defective provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Warrants, provided that the approval by the holders of at least 65% of the then-outstanding Public Warrants is required to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding Public Warrants approve of such amendment and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, 65% of the number of the then -outstanding Private Placement Warrants. Although our ability to amend the terms of the Public Warrants with the consent of at least 65% 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, convert the Warrants into cash, shorten the exercise period or decrease the number of Class A Ordinary Shares purchasable upon exercise of a Warrant.

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

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

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

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their Warrants worthless.

We have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the closing price of our Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities-—Warrants-—Public Shareholders’ Warrants-—Anti-Dilution Adjustments” in our IPO Prospectus) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Warrants as set forth above even if the holders are otherwise unable to exercise the Warrants. Redemption of the outstanding Warrants could force warrant holders to (i) exercise their Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) sell their Warrants at the then-current market price when they might otherwise wish to hold their Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, we expect would be substantially less than the market value of their Warrants.

In addition, we have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of our Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “Description of Securities-—Warrants-—Public Shareholders’ Warrants-—Anti-Dilution Adjustments” in our IPO Prospectus) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions ~~are~~ are met, including that holders will be able to exercise their Warrants prior to redemption for a number of Class A Ordinary Shares determined based on the redemption date and the fair market value of our Class A Ordinary Shares. Please see “Description of Securities-—Warrants-—Public Shareholders’ Warrants-—Redemption of ~~warrants~~Warrants when the price per Class A ~~ordinary~~Ordinary ~~share~~Share equals or exceeds $10.00” in ~~our~~Description ~~IPO~~of ~~Prospectus~~Registrant’s Securities, attached to this Annual Report as Exhibit 4.5. The value received upon exercise of the Warrants (1) may be less than the value the holders would have received if they had exercised their Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Warrants, including because the number of ordinary shares received is capped at 0.361 Class A Ordinary Shares per Warrant (subject to adjustment) irrespective of the remaining life of the Warrants.

None of the Private Placement Warrants are redeemable by us as (except as set forth under “Description of Securities-—Warrants-—Public Shareholders’ Warrants-—Redemption of ~~warrants~~Warrants when the price per Class A ~~ordinary~~Ordinary ~~share~~Share equals or exceeds $10.00” in ~~our~~Description ~~IPO~~of ~~Prospectus~~Registrant’s Securities, attached to this Annual Report as Exhibit 4.5) so long as they are held by our Sponsor or its permitted transferees.

Because each Unit contains one-third of one Public Warrant and only a whole Warrant may be exercised, the Units may be worth less than Units of other blank check companies.

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~~Each~~Because each Unit contains one-third of one Public Warrant. ~~Pursuant to the warrant agreement, no fractional Public Warrants will be issued upon separation of the Units,~~ and only ~~whole Public Warrants will trade. If, upon exercise of the Warrants,~~ a ~~holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest~~ whole ~~number~~Warrant ~~the~~may ~~number of Class A Ordinary Shares to~~ be ~~issued~~ toexercised, the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components of the Units in this way in order to reduce the dilutive effect of the Warrants upon completion of an Initial Business Combination since the Public Warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may ~~cause our Units to~~ be worth less than ~~if a unit included a~~Units ~~warrant~~of toother ~~purchase~~blank ~~one~~check ~~whole share~~companies.

Each Unit contains one-third of one Public Warrant. Pursuant to the warrant agreement, no fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A Ordinary Shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components of the Units in this way in order to reduce the dilutive effect of the Warrants upon completion of the Proposed Business Combination or another Initial Business Combination since the Public Warrants will be exercisable in the aggregate for one-third of the number of shares compared to units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our Units to be worth less than if a unit included a warrant to purchase one whole share.

Our Warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate the Proposed Business Combination or another Initial Business Combination.

We issued Public Warrants to purchase 11,500,000 of our Class A Ordinary Shares as part of the Units offered and issued in a private placement an aggregate of 5,933,333 Private Placement Warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment. In addition, if the Sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,000,000 Private Placement Warrants, at the price of $1.50 per Private Placement Warrant. We may also issue Class A Ordinary Shares in connection with our redemption of our Warrants.

To the extent we issue ordinary shares for any reason, including to effectuate ~~the~~an ~~Proposed Business Combination or another~~ Initial Business Combination, the potential for the issuance of a substantial number of additional Class A Ordinary Shares upon exercise of these Warrants could make us a less attractive acquisition vehicle to a target business. Such Warrants, when exercised, will increase the number of issued and outstanding Class A Ordinary Shares and reduce the value of the ~~Class~~shares ~~A Ordinary Shares~~ issued to complete the Proposed Business Combination or any other Initial Business Combination. Therefore, our Warrants may make it more difficult to effectuate the Proposed Business Combination oran ~~another~~ Initial Business Combination or increase the cost of acquiring ~~APRINOIA~~a ~~or another~~ target business.

A provision of our warrant agreement may make it more difficult for us to consummate the Proposed Business Combination or another Initial Business Combination.

Unlike some ~~most~~other blank check companies, if (i) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of an Initial Business Combination, including the Proposed Business Combination, at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (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 ~~the~~an ~~Proposed Business Combination or such other~~ Initial Business Combination on the date of the consummation of the Proposed Business Combination or ~~such~~another ~~other~~ Initial Business Combination (net of redemptions), and (iii) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the ~~its~~Proposed Business Combination or such other Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the 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 prices described under “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of ~~warrants~~Warrants when the price per Class A ~~ordinary~~Ordinary ~~share~~Share equals or exceeds $18.00” and “Redemption of ~~warrants~~Warrants when the price per Class A ~~ordinary~~Ordinary ~~share~~Share equals or exceeds $10.00” in ~~our~~Description ~~IPO~~of Registrant’s ~~Prospectus~~Securities, attached to this Annual Report as Exhibit 4.5 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Description of Securities-—Warrants-—Public Shareholders’ Warrants-—Redemption of ~~warrants~~Warrants when the price per Class A ~~ordinary~~Ordinary ~~share~~Share equals or exceeds $10.00” in ~~our~~Description of Registrant’s Securities, attached to this Annual ~~IPO~~Report ~~Prospectus~~as Exhibit 4.5 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate the Proposed Business Combination ~~with APRINOIA~~ or another Initial Business Combination with a ~~different~~ target business.

Our Warrants are accounted for as liabilities and the changes in value of our Warrants could have a material effect on our financial results and thus may have an adverse effect on the market price of our securities.

In the SEC Staff Statement on April 12, 2021, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our 11,500,000 Public Warrants and 5,933,333 Private Placement Warrants, and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

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As a result, included on our balance sheet as of June 30, 2025, and December 31, ~~2022~~2024, 2023 and ~~2021~~2022 are derivative liabilities related to embedded features contained within our Warrants. ~~ASC~~Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our Warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.

The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete the Proposed Business Combination or another Initial Business Combination or make certain amendments to our Charter, our Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete the Proposed Business Combination or another Initial Business Combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.

Risks Relating to Our Management

Any failure to maintain effective internal control over financial reporting could harm us.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on an annual and quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls.

Our management concluded that our internal control over financial reporting was not effective as of March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021, March 31, 2022 and June 30, 2022 because of an identified material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In particular, our management concluded that our control around the interpretation and accounting for certain complex financial instruments issued by the Company was not effectively designed or maintained. This material weakness resulted in the restatement of the Company’s balance sheet as of March 16, 2021 and its interim financial statements for the quarters ended March 31, 2021 and June 30, 2021.

During 2021 and the first half of 2022, we completed remediation measures related to this material weakness. However, completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly. If we are unable to maintain effective internal control over financial reporting or disclosure controls and procedures, our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our securities could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

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Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

In connection with ~~our~~the Company’s assessment of going concern considerations in accordance with ~~Financial~~ASC ~~Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014~~205-1540, “~~Disclosures~~Presentation of ~~Uncertainties~~ ~~about~~Financial anStatements ~~Entity’s~~- ~~Ability to Continue as a~~ Going Concern,” we have until ~~September~~March 16, ~~2023~~2026 to consummate the Proposed Business Combination or another Initial Business Combination. ItWhile we have entered into the Merger Agreement for the Proposed Business Combination, there can be no assurances that the Proposed Business Combination will be consummated on the terms or timeframe currently contemplated, or at all. In the event the Proposed Business Combination is not consummated, it is uncertain that we will be able to consummate ~~the~~another ~~Proposed~~Initial Business Combination orwith another ~~Initial~~company ~~Business~~or ~~Combination~~business by ~~this~~March ~~time~~16, 2026. If the Proposed Business Combination or another Initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of our Company. Management has determined that the mandatory liquidation, should the Proposed Business Combination or another Initial Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about our ability to continue as a going concern.

Risks Relating to Our Management

We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.

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

The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

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

Our ability to successfully effect the Proposed Business Combination or another Initial Business Combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with ~~APRINOIA~~the Holdco in senior management, director or advisory positions following the Proposed Business Combination, and if we complete an alternate Initial Business Combination, some of our key personnel may remain with ~~such~~the ~~other~~ target ~~business~~or combined company in senior management, director or advisory positions following ~~the~~such other Initial Business Combination, it is likely that some or all of the management of ~~APRINOIA~~iRocket or such other target business, will remain in place. While we intend to closely scrutinize any individuals Holdco, weor such other target or combined business proposes to engage after the Proposed Business Combination or ~~such~~ other Initial Business Combination, we cannot assure investors that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements with APRINOIA or another target business in connection with the Proposed Business Combination or another Initial Business Combination, and a particular Initial Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following the Proposed Business Combination or such other Initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Proposed Business Combination or such other Initial Business Combination is the most advantageous.53

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Our key personnel may benegotiate ~~able~~employment toor ~~remain~~consulting agreements with ~~our~~iRocket ~~Company~~ or ~~the~~another ~~surviving~~target ~~company~~business ~~after~~in ~~the~~connection ~~completion~~with of the Proposed Business Combination or another Initial Business Combination, ~~only~~and ~~if they~~a ~~are~~particular ~~able to negotiate employment or consulting agreements in connection with the Proposed Business Combination or such other~~ Initial Business Combination. ~~Such~~may ~~negotiations~~be ~~would~~conditioned ~~take~~on ~~place simultaneously with~~ the ~~negotiation of~~ ~~the~~retention ~~Proposed~~or ~~Business~~resignation ~~Combination~~of or such ~~other~~key ~~Initial~~personnel. ~~Business~~These ~~Combination~~agreements ~~and~~may ~~could~~ provide for ~~such~~them ~~individuals~~ to receive compensation infollowing the ~~form of cash payments and/or our securities for services they would render to us or the surviving company after the completion of the~~ Proposed Business Combination or such other Initial Business Combination. ~~Such~~and ~~negotiations~~as ~~also~~a ~~could~~result, ~~make~~may ~~such~~cause ~~key~~them ~~personnel’s retention or resignation a condition~~ to ~~any~~have ~~such~~conflicts ~~agreement. The personal and financial interests~~ of ~~such~~interest ~~individuals may influence their motivation~~ in ~~identifying~~determining whether ~~and selecting APRINOIA or another target business. In addition, pursuant to~~ the ~~registration~~Proposed ~~and shareholders rights agreement, our Sponsor, upon and following consummation of an Initial~~ Business Combination ~~other~~or ~~than~~such ~~the~~other ~~Proposed~~Initial Business Combination, will be entitled to nominate three individuals for election to our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement, which is ~~described under~~ the ~~section~~most ~~of this annual report entitled “Item 13~~advantageous. Certain Relationships and Related Transactions, and Director Independence-Registration and Shareholder Rights.” These nomination rights will not be included in the Investor Rights Agreement that will replace the registration and shareholder rights agreement if we complete the Proposed Business Combination.

WeOur key personnel may ~~have~~be aable ~~limited~~to ~~ability~~remain towith ~~assess~~our Company or the ~~management~~surviving company after the completion of ~~APRINOIA~~the Proposed Business Combination or another ~~prospective~~Initial ~~target~~Business ~~business~~Combination ~~and,~~only asif athey ~~result,~~are ~~may~~able ~~affect~~to negotiate employment or consulting agreements in connection with the Proposed Business Combination or such other Initial Business Combination. Such negotiations would take place between the negotiation and closing of the Proposed Business Combination or such other Initial Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or ~~another~~our securities for services they would render to us or the surviving company after the completion of the Proposed Business Combination or such other Initial Business Combination. ~~with~~Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. ~~whose~~In ~~management~~addition, ~~may~~pursuant to the registration and shareholders rights agreement, if we do not ~~have~~complete the ~~skills~~Proposed Business Combination, ~~qualifications~~and orinstead ~~abilities~~complete an another Initial Business Combination, our Sponsor, upon and following consummation of such other Initial Business Combination, will be entitled to ~~manage~~nominate athree ~~public~~individuals for ~~company~~election to our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement, which is described under the section of this Annual Report entitled “Item 13. Certain Relationships and Related Transactions, and Director Independence—Registration and Shareholder Rights.”

~~When~~We may ~~evaluating~~have ~~the desirability of effecting the Proposed Business Combination or another Initial Business Combination with~~ a ~~prospective~~limited ~~target business, our~~ ability to assess ~~APRINOIA’s or~~the ~~such other target business’s~~ management ~~may be limited due to a lack~~ of ~~time,~~iRocket ~~resources~~ or ~~information.~~another ~~Our~~prospective ~~assessment of the capabilities of APRINOIA’s or such other~~ target business’s ~~management~~and, ~~therefore,~~as ~~may~~a ~~prove~~result, ~~to be incorrect and such management~~ may ~~lack~~ complete the ~~skills,~~Proposed ~~qualifications~~Business Combination or ~~abilities~~another weInitial ~~suspected.~~Business ~~Should~~Combination ~~APRINOIA’s~~with ora ~~such other~~ target business’s whose management may not ~~possess~~have 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, any holders who choose to retain their securities following the Proposed Business Combination or other Initial Business Combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~The~~When evaluating ~~officers~~the ~~and~~desirability ~~directors~~ of ~~APRINOIA~~effecting the Proposed Business Combination or another Initial Business Combination with a prospective target business, our ability to assess iRocket’s or such other antarget ~~acquisition~~business’s ~~candidate~~management may ~~resign~~be ~~upon~~limited ~~completion~~due to a lack of time, resources or information. Our assessment of the ~~Proposed~~capabilities ~~Business~~of ~~Combination~~iRocket’s or such other ~~Initial~~target business’s management, ~~Business~~therefore, ~~Combination.~~may ~~The~~prove ~~loss~~to ofbe aincorrect ~~business~~and ~~combination~~such management may lack the skills, qualifications or abilities we suspected. Should such target business’s ~~key~~management ~~personnel~~not ~~could~~possess ~~negatively~~the ~~impact~~skills, qualifications or abilities necessary to manage a public company, the operations and profitability of ~~our~~the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities following the Proposed Business Combination or other Initial Business Combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

The officers and directors of ~~APRINOIA,~~iRocket or ~~such~~another ~~other~~acquisition ~~Initial~~target ~~Business Combination candidate,~~ may resign upon completion of the Proposed Business Combination ~~or such other~~ oranother Initial Business Combination. The ~~departure~~loss of ~~APRINOIA’s~~a orbusiness ~~such~~combination ~~other Initial Business Combination~~ target’s key personnel could negatively impact the operations ~~and profitability of our post-combination business. If we do not complete the Proposed~~ Business Combination, the role of another Initial Business Combination candidate’s key personnel upon the completion of such other Initial Business Combination cannot be ascertained at this time. Although we contemplate that certain members of an Initial Business Combination candidate’s management team will remain associated with such other Initial Business Combination candidate following such other Initial Business Combination, it is possible that members of the management of such other Initial Business Combination 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.

~~Members~~The officers ~~of our management team~~ and ~~board~~directors of ~~directors~~iRocket, ~~including~~or ~~our~~such ~~President,~~another ~~Chief~~Initial ~~Executive~~Business ~~Officer~~Combination ~~and~~target ~~Chairman,~~may ~~have~~resign ~~significant~~upon ~~experience~~completion asof ~~founders,~~the ~~board~~Initial Business ~~members,~~Combination. ~~officers~~The ordeparture ~~executives~~ of iRocket’s or such other ~~companies~~Initial Business Combination target’s key personnel could negatively impact the operations and asprofitability ~~senior~~of ~~U.S.~~our ~~government~~post-combination ~~officials~~business. AsAlthough awe ~~result,~~contemplate that certain members of ~~those~~iRocket’s management ~~persons,~~team and ~~the~~any ~~companies~~other ~~with~~Initial ~~which~~Business ~~they~~Combination ~~have~~candidate’s ~~been~~management ~~affiliated~~team will remain associated with, ~~have~~the ~~been~~Proposed Business Combination or ~~may~~such ~~become~~other ~~involved~~Initial ~~in proceedings,~~Business ~~investigations,~~Combination ~~litigation~~candidate following such transaction, ~~negative~~it ~~publicity~~is orpossible ~~other~~that ~~events,~~members ~~which~~of the ~~could~~management ~~have~~of aiRocket ~~material~~or ~~adverse~~such ~~effect~~other ontarget ~~us,~~businesswill ~~the~~not ~~trading~~wish ~~price~~to ofremain ~~our~~in ~~securities~~place. ~~and~~The ~~our~~loss ~~ability~~of tokey ~~consummate~~personnel could negatively impact the ~~Proposed~~operations ~~Business~~and ~~Combination~~profitability ~~or another~~of ~~Initial~~our ~~Business~~post-combination ~~Combination~~business.

55Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our Initial Business Combination.

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

During the course of their careers, members of our management team have had significant experience as founders, board members, officers or executives of other companies or senior government officials. As a result of their involvement and positions in these companies and/or in the U.S. government, some members of our management team, including Mr. Ross, our President, Chief Executive Officer and Chairman, in his role as Secretary of Commerce, have been, and may in the future be, involved in litigation, investigations, proceedings, negative media coverage or other events arising out of or relating to the operations of such companies or organizations or transactions entered into by such companies or organizations. For example, in December 2020, after a lengthy investigation commencing in November 2017, the Office of Inspector General (“OIG”) of the U.S. Department of Congress released an investigative report into multiple allegations that then Secretary of Commerce Wilbur Ross, our President, Chief Executive Officer and Chairman, failed to comply with his Ethics Agreement and violated conflict of interest laws. The OIG Report also reflected the investigation of several other claims, including allegations of insider trading and conflicts of interests. The OIG Report concluded that Secretary Ross did not violate the Ethics in Government Act or violate conflict of interest law, but it found he unintentionally did not disclose certain holdings in connection with his nomination, did not timely comply with certain divestiture obligations, and in discrete instances acted in a manner that created the appearance of violating certain legal or ethical standards, which is prohibited by applicable federal regulation. In 2016, in a series of orders involving a number of private equity firms, the SEC entered a cease-and-desist order against WL Ross for allegations that between 2001 to 2011 (a period during which the principal executive of WL Ross was our President, Chief Executive Officer and Chairman, who was not named in or the subject of the order), the firm omitted material information concerning its fee allocation practices in violation of the Investment Advisers Act of 1940. Involvement of one or more members of our management in litigation, investigations, proceedings or negative publicity, including any that may arise from Mr. Ross’s service as Secretary of Commerce, may be detrimental to our reputation, divert management attention, and could have a material adverse effect on the trading price of our securities, and our ability to complete the Proposed Business Combination or identify and complete another Initial Business Combination, including as a result of perception on the part of APRINOIA or such other target businesses.

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

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

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

Until we consummate the Proposed Business Combination or another Initial Business Combination, we intend to engage in the business of identifying and combining with one or more businesses or entities. Each of our officers and directors presently has, and any of them in the future may 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, subject to his or her fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

In addition, our founders, Sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our Charter provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.54

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In addition, our Sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our Charter provides that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest, please see “Item 10. Directors, Executive Officers and Corporate Governance” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”

Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

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

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing an Initial Business Combination, including the Proposed Business Combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular Initial Business Combination, including the Proposed Business Combination, are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. See the section titled “Description of Securities—Certain Differences in Corporate Law—Shareholders’ Suits” of Exhibit 4.5 to this Annual Report, “Description of the ~~IPO~~Company’s ~~Prospectus~~Securities” for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason.

If we do not complete the ~~Proposed~~Potential Business Combination with ~~APRINOIA~~iRocket, we may engage in an Initial Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.

In light of the involvement of our Sponsor, executive officers and directors with other entities, if we ~~do not complete the Proposed Business Combination, we~~ may decide to acquire one or more businesses affiliated with our Sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.” Our ~~founders,~~ Sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an Initial Business Combination. Such entities may compete with us for business combination opportunities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, if we do not complete the Proposed Business Combination, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for an Initial |Business Combination as set forth in “Item 1. Business—Investment Criteria” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our Company from a financial point of view of an Initial Business Combination with one or more domestic or international businesses affiliated with our Sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.

Since our Sponsor, executive officers and directors will lose their entire investment in us if the Proposed Business Combination or another Initial Business Combination is not completed (other than with respect to Public Shares they may hold), a conflict of interest may arise in determining whether APRINOIA or another particular business combination target is appropriate for our Initial Business Combination.55

On January 22, 2021, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Founder Shares. In connection with the Initial Public Offering, our Sponsor granted to each of our independent directors a four-year option that is immediately exercisable to purchase 15,000 Founder Shares at a price of $10 per share. Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per-share price of the Founder Shares was determined by dividing the amount contributed to the Company by the number of Founder Shares issued. The Founder Shares will be worthless if we do not complete the Proposed Business Combination or another Initial Business Combination. Additionally, if we do not consummate the Proposed Business Combination or another Initial Business Combination by September 16, 2023, the Private Placement Warrants will expire worthless. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business, completing the Proposed Business Combination or another Initial Business Combination and influencing the operation of the business following the Proposed Business Combination or other Initial Business Combination. This risk may become more acute as September 16, 2023 nears, which is the deadline for our consummation of the Proposed Business Combination or another Initial Business Combination.

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Since our Sponsor, executive officers and directors will lose their entire investment in us if the Proposed Business Combination or another Initial Business Combination is not completed (other than with respect to Public Shares they may hold), a conflict of interest may arise in determining whether iRocket or another particular business combination target is appropriate for our Initial Business Combination.

On January 22, 2021, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 8,625,000 Founder Shares. In connection with the Initial Public Offering, our Sponsor granted to each of our independent directors a four-year option that is immediately exercisable to purchase 15,000 Founder Shares at a price of $10 per share. Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per-share price of the Founder Shares was determined by dividing the amount contributed to the Company by the number of Founder Shares issued. On March 15, 2024, pursuant to the Class A Conversion, our Sponsor converted 4,300,000 Founder Shares into Class A Conversion Shares. The remaining Founder Shares and Class A Conversion Shares will be worthless if we do not complete the Proposed Business Combination or another Initial Business Combination. Additionally, if we do not consummate the Proposed Business Combination or another Initial Business Combination, the Private Placement Warrants will expire worthless.

Our Sponsor invested in us an aggregate of approximately $8,925,000, comprised of the $25,000 purchase price for the Founder Shares and the $8,900,000 purchase price for the Private Placement Warrants. On March 15, 2024, pursuant to the Class A Conversion, our Sponsor converted 4,300,000 Founder Shares into Class A Conversion Shares. Assuming a trading price of $10.00 per share upon consummation of the Proposed Business Combination or another Initial Business Combination, the 8,625,000 aggregate number of Founder Shares and Class A Conversion Shares would have an aggregate implied value of $86,250,000. Even if the trading price of our ordinary shares were as low as $1.03 per share, and the Private Placement Warrants were worthless, the aggregate value of the Founder Shares and Class A Conversion Shares would be equal to the Sponsor’s initial investment in us.

On November 14, 2023, to document the deposits by the Sponsor into the Trust Account in connection with the implementation of the Second Extension Amendment Proposal, the Company issued the Extension Note in the aggregate principal amount of up to $450,000 to the Sponsor. Pursuant to the Extension Note, and in connection with the implementation of the Second Extension Amendment Proposal, the Sponsor was permitted, but not obligated to, deposit $75,000 for each calendar month (commencing on September 16, 2023 and ending on the 15^th day of each subsequent month), or portion thereof, that is needed by the Company to complete an Initial Business Combination until March 16, 2024, resulting in a maximum contribution of $450,000. As of March 16, 2024, the Sponsor had deposited the maximum contribution of $450,000. As of March 16, 2024, the Sponsor had deposited the maximum contribution of $450,000. Pursuant to the Member Agreement, the amounts owed to the Sponsor under the Extension Note were forgiven. Before such amounts were forgiven, we were to repay the Extension Note out of the proceeds of the Trust Account released to us and other proceeds of the transaction if we completed an Initial Business Combination. In the event that we did not complete an Initial Business Combination, we were to be permitted to use a portion of the proceeds held outside the Trust Account to repay the Extension Note but no proceeds held in the Trust Account were to be used to repay the Extension Note. As of June 30, 2025, and December 31, 2024, 2023, and 2022, we had borrowings of $0, $450,000, $300,000 and $0, respectively for extension payments.

On November 14, 2023, to document existing and future loans to the Company of funds as may be required in order to finance transaction costs in connection with an Initial Business Combination from the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers (“Working Capital Loans”), the Company issued the an unsecured, convertible promissory note (the “Convertible Note”) to the Sponsor, pursuant to which the Company can borrow up to $1,500,000 from the Sponsor, for ongoing expenses reasonably related to the business of the Company and the consummation of a Business Combination. All unpaid principal under the Convertible Note will be due and payable in full on the earlier of (i) September 16, 2024, or such later date by which the Company must consummate a Business Combination pursuant to its Amended and Restated Memorandum and Articles of Association (as may be amended by shareholder vote) and (ii) the effective date of a Business Combination (such earlier date, the “Maturity Date”). The Sponsor has the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Convertible Note, up to an aggregate amount of $1,500,000, into Warrants to purchase Class A Ordinary Shares of the Company, at a conversion price of $1.50 per Warrant, with each Warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants sold concurrently with the Company’s Initial Public Offering. As of June 30, 2025, the Sponsor has not made any loans to the Company pursuant to the Convertible Note. The Convertible Note is repayable by us at the sole discretion of the lender upon consummation of an Initial Business Combination. If the Company completes the Proposed Business Combination or another Initial Business Combination, it will repay the Convertible Note, out of the proceeds of the Trust Account released to it and other proceeds of such transaction. The Convertible Note will be repaid only from funds held outside of the Trust Account or forfeited, eliminated or otherwise forgiven if we do not complete the Proposed Business Combination or another Initial Business Combination.

In connection with the Third Extension, between March 16, 2024 and September 26, 2024, the Contributors made monthly deposits of $80,055.99 ($480,335.94 in the aggregate) to the Trust Account, which deposits were in the form of non-interest bearing loans. Such loans were repayable by us at the sole discretion of the lenders upon consummation of an Initial Business Combination. Pursuant to the Member Agreement, the amounts owed to the Contributors for the non-interest bearing loans in connection with the Third Extension were forgiven. Before such amounts were forgiven, we were to repay such loans out of the proceeds of the Trust Account released to us and other proceeds of the transaction if we completed an Initial Business Combination. In the event that we did not complete an Initial Business Combination, we were to be permitted to use a portion of the proceeds held outside the Trust Account to repay such loans but no proceeds held in the Trust Account were to be used to repay such loans.

The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business, completing an Initial Business Combination, including the Proposed Business Combination, and influencing the operation of the business following an Initial Business Combination, including the Proposed Business Combination. This risk may become more acute as March 16, 2026, nears, which is the deadline for our consummation of the Proposed Business Combination or another Initial Business Combination.

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Unlike some other similarly structured blank check companies, our Sponsor will receive additional Class A Ordinary Shares if we issue shares to consummate an Initial Business Combination other than the Proposed Business Combination.

The Founder Shares will automatically convert into Class A Ordinary Shares (which Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an Initial Business Combination) at the time of an Initial Business Combination (the anti-dilution rights ~~for~~of the Founder Shares were waived with respect to the Proposed Business Combination) or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A Ordinary Shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of ~~the~~an ~~Proposed Business Combination or another~~ Initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, deemed issued, or to be issued, to any seller in ~~the~~an ~~Proposed~~Initial Business Combination ~~or another Initial Business Combination~~ and any Private Placement Warrants issued to our Sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the Founder Shares convert into Class A Ordinary Shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the 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 the Proposed Business Combination or another Initial Business Combination.

In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.

The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to complete the Proposed Business Combination or another Initial Business Combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, 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 company’s ability to attract and retain qualified officers and directors.

In addition, even after we complete the Proposed Business Combination or another Initial Business Combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the Proposed Business Combination or another Initial Business Combination. As a result, in order to protect our directors and officers, the post-business combination entity will 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 the Proposed Business Combination or another Initial Business Combination on terms favorable to our investors.

General Risk Factors

We are a special purpose acquisition company with no operating history and no revenues, and investors have no basis on which to evaluate our ability to achieve our business objective.

58We are a special purpose acquisition company, incorporated under the laws of the Cayman Islands with no operating results, and will not commence operations until we complete the Proposed Business Combination or another Initial Business Combination. Because of our limited operating history, investors have no basis upon which to evaluate our ability to achieve our business objective of completing the Proposed Business Combination or another Initial Business Combination with iRocket or one or more other target businesses. Except in connection with the Proposed Business Combination with iRocket, we have no plans, arrangements or understandings with any prospective target business concerning an Initial Business Combination and may be unable to complete the Proposed Business Combination or another Initial Business Combination. If we fail to complete the Proposed Business Combination or another Initial Business Combination, we will never generate any operating revenues.

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We are a special purpose acquisition company, incorporated under the laws of the Cayman Islands with no operating results, and did not commence operations until obtaining funding through the Initial Public Offering. Because of our limited operating history, investors have no basis upon which to evaluate our ability to achieve our business objective of completing the Proposed Business Combination or another Initial Business Combination with APRINOIA or one or more other target businesses. Except in connection with the Proposed Business Combination with APRINOIA, we have no plans, arrangements or understandings with any prospective target business concerning an Initial Business Combination and may be unable to complete the Proposed Business Combination or another Initial Business Combination. If we fail to complete the Proposed Business Combination or another Initial Business Combination, we will never generate any operating revenues.

Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

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

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

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company ~~for~~until upDecember to31, ~~five years~~2026, although circumstances could cause us to lose that status earlier, including if the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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 an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by nonaffiliates does not equal or exceed $250.0 million as of the prior June 30^th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30^th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

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We may be a passive foreign investment company (“PFIC”), which could result in adverse U.S. 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 in the section of the IPO Prospectus captioned “Taxation—United States Federal Income Tax Considerations—General”) of our Class A Ordinary Shares or Public 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 current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of the IPO Prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules”). 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, however, will not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, 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 tax advisors regarding the possible application of the PFIC rules. For a more detailed discussion of the tax consequences of PFIC classification to U.S. Holders, see the section of the IPO Prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.”

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A new 1% U.S. federal excise tax could be imposed on us in connection with certain future redemptions by us of our shares.

The Inflation Reduction Act of 2022, among other things, generally imposes a 1% U.S. federal excise tax (the “Excise Tax”) on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the Excise Tax. On December 27, 2022, the Treasury issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation and reporting of the Excise Tax. On April 12, 2024, the Treasury issued proposed regulations on which taxpayers may rely until final Treasury regulations addressing the Excise Tax are published, which generally adopt (but in some respects expand or modify) the rules and guidance set forth in the earlier notice. Although such notice and proposed Treasury regulations clarify certain aspects of the Excise Tax, the interpretation and operation of certain other aspects of the Excise Tax remain unclear, and the applicable rules are subject to change in final Treasury regulations.

We are currently not a “covered corporation” for purposes of the Excise Tax. If we were to become a “covered corporation” in the future, whether in connection with the consummation of the Proposed Business Combination or another Initial Business Combination with a U.S. company (including if we were to redomicile as a U.S. corporation in connection therewith) or otherwise, whether and to what extent we would be subject to the Excise Tax on a redemption of our stock would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock, (iii) the structure of the Proposed Business Combination or other Initial Business Combination, (iv) the nature and amount of any “PIPE” or other equity issuances (whether in connection with the Proposed Business Combination or other Initial Business Combination or otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock and (v) the content of final regulations and other guidance from the Treasury. The imposition of the Excise Tax on us as a result of redemptions by us could, however, reduce the amount of cash available to the target business in connection with the Proposed Business Combination or another Initial Business Combination, which could cause investors in our securities who do not redeem or the other shareholders of the combined company to economically bear the impact of such Excise Tax. However, we will not use the proceeds placed in the Trust Account, or the interest earned on the proceeds placed in the Trust Account, to pay for possible Excise Tax or any other fees or taxes that may be levied on the Company on any redemptions or stock buybacks by the Company pursuant to any current, pending or further rules or laws, including without limitation any Excise Tax, prior to release of such funds from the Trust Account following the Proposed Business Combination or another Initial Business Combination.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

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

Since only holders of our Founder Shares have the right to vote on the election of directors, ~~the~~and ~~NYSE~~our Sponsor owns approximately 98.2% of our total ordinary shares, any national securities exchange may consider us to be a “controlled company” within the meaning of ~~the~~such ~~NYSE~~national securities exchange’s rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

Only holders of our Founder Shares have the right to vote on the election of directors. As a result, ~~the~~any ~~NYSE~~national ~~may~~securities exchange may consider us to be a “controlled company” within the meaning of the ~~NYSE~~ corporate governance standards. ~~Under~~For ~~the~~example, under the NYSE 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:

•● we have a board that includes a majority of “independent directors,” as defined under the rules of the NYSE;

•● we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•● we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements.59

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As noted above, the Company’s securities have been delisted from the NYSE. The Company does not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders will face significant material adverse consequences as a result of the Company’s securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated, and liquidity in the Company’s securities is severely limited, because the Company’s securities are not quoted on an over-the-counter market. Even though we are not currently subject to the rules of the NYSE nor any other national securities exchange, we do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of any national securities exchange on which we may seek to be listed in the future, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, shareholders will not have the same protections afforded to shareholders of companies that are subject to all of such national securities exchange’s corporate governance requirements. See “—The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting.”

We may reincorporate or otherwise become domiciled in another jurisdiction in connection with an Initial Business Combination, as we intend to do in the Proposed Business Combination and such reincorporation may result in taxes imposed on shareholders.

In connection with the Proposed Business Combination we will, and in connection with another Initial Business Combination or otherwise, we may, subject to requisite shareholder approval under the Companies Act, reincorporate or otherwise become domiciled in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident 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 reincorporation.

We may reincorporate or otherwise become domiciled in another jurisdiction in connection with an Initial Business Combination, as we intend to do in the Proposed Business Combination and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

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

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

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

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure shareholders that we will not seek to amend our Charter or governing instruments in a manner that will make it easier for us to complete the Proposed Business Combination or another Initial Business Combination that our remaining Public Shareholders may not support.

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our Charter will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the Company, and amending our warrant agreement will require a vote of holders of at least 65% of the Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, 65% of the number of the then outstanding Private Placement Warrants. In addition, our Charter requires us to provide our Public Shareholders with the opportunity to redeem their Public Shares for cash if we propose an amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with an Initial Business Combination, including the Proposed Business Combination, or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026, or (B) with respect to any other provision relating to the rights of Public Shareholders or pre-Initial Business Combination activity. This risk is exacerbated by the fact that our Sponsor owns 98.2% of our outstanding Ordinary Shares, and therefore controls the outcome of any shareholder vote. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered in the Initial Public Offering, we would register, or seek an exemption from registration for, the affected securities.

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We may reincorporate in another jurisdiction in connection with an Initial Business Combination and such reincorporation may result in taxes imposed on shareholders.

In connection with an Initial Business Combination or otherwise, we may, subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident 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 reincorporation. We will not reincorporate in another jurisdiction in connection with the Proposed Business Combination.

We may reincorporate in another jurisdiction in connection with an Initial Business Combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

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

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

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

In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our Charter will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the Company, and amending our warrant agreement will require a vote of holders of at least 65% of the Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, 65% of the number of the then outstanding Private Placement Warrants. In addition, our Charter requires us to provide our Public Shareholders with the opportunity to redeem their Public Shares for cash if we propose an amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with the Proposed Business Combination or another Initial Business Combination or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by September 16, 2023 or (B) with respect to any other provision relating to the rights of Public Shareholders or pre-Initial Business Combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered in the Initial Public Offering, we would register, or seek an exemption from registration for, the affected securities.

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The provisions of our Charter that relate to the rights of Public Shareholders (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the Company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our Charter to facilitate the completion of the Proposed Business Combination or another Initial Business Combination that some of our shareholders may not support.

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 the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. Our Charter provides that any provisions related to the rights of Public Shareholders (including the requirement to deposit proceeds of the Initial Public Offering and the sale of the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to Public Shareholders as described herein) may be amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a shareholder meeting of the Company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our Charter governing the appointment or removal of directors prior to our Initial Business Combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our shareholder meeting which shall include the affirmative vote of a simple majority of our Founder Shares. Our Sponsor and its permitted transferees, if any, who collectively beneficially own 5798.52% of our ordinary shares, will participate in any vote to amend our Charter and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, with the support of the Sponsor, we ~~may~~would be able to amend the provisions of our Charter which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete ~~the~~an ~~Proposed Business Combination or another~~ Initial Business Combination with which shareholders do not agree. Our shareholders may pursue remedies against us for any breach of our Charter.

Our Sponsor, executive officers and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our Charter (A) that would modify the substance or timing of our obligation to provide Public Shareholders the right to have their Public Shares redeemed in connection with ~~the~~an ~~Proposed~~Initial Business Combination, orincluding ~~another~~the ~~Initial~~Proposed Business Combination, or to redeem 100% of our Public Shares if we do not complete the Proposed Business Combination or another Initial Business Combination by ~~September~~March 16, ~~2023~~2026 or (B) with respect to any other provision relating to the rights of Public Shareholders 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 the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding Public Shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, executive officers or directors for any breach of these agreements. As a result, in in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

Because we are incorporated under the laws of the Cayman Islands, shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited.

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

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

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

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

Provisions in our Charter 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 Charter contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of the Proposed Business Combination or another Initial Business Combination only holders of our Founder Shares, which have been issued to our Sponsor, are entitled to vote on the election of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

If our management following the Proposed Business Combination or another 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.

Following the Proposed Business Combination or another Initial Business Combination, we expect that most of our management ~~may~~team resign from their positions as officers or directors of the Company and the management of ~~APRINOIA~~iRocket or ~~such~~another ~~other~~ target business at the time of the ~~business~~Proposed Business ~~combination~~Combination or other Initial Business Combination will remain in place. Management of ~~APRINOIA~~iRocket or such other 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.

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

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

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Exchange rate fluctuations and currency policies may cause ~~APRINOIA’s~~a ~~or another~~ target business’ ability to succeed in the international markets to be diminished.

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

WeThe Company’s ~~may~~ability ~~not be able~~ to complete the Proposed Business Combination or another Initial Business Combination with ~~other~~a ~~potential~~U.S. target ~~companies if the Proposed Business~~company ~~Combination~~may ~~with~~be ~~APRINOIA~~impacted orif asuch antransaction ~~Initial~~is ~~Business~~subject ~~Combination~~to ~~with~~U.S. ~~another~~foreign ~~target~~investment ~~company,~~regulations ~~respectively,~~and ~~are subject to~~ review ~~or approval~~ by ~~regulatory~~a ~~authorities pursuant to certain~~ U.S. orgovernment ~~foreign~~entity, ~~laws~~such orCFIUS, and ~~regulations~~ultimately prohibited.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an Initial Business Combination to be consummated with us, we may not be able to consummate an Initial Business Combination with such target. In addition, regulatory considerations may decrease the pool of potential target companies we may be willing or able to consider.

In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate a business combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that potential target.

As a result of these various restrictions, the pool of potential targets with which we could complete an Initial Business Combination may be limited, and we may be adversely affected in terms of competing with other SPACs that do not have similar ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete a Business Combination, including the Proposed Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. Were we to liquidate the Company, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

If the Proposed Business Combination is not completed, the Company’s ability to complete another Initial Business Combination with a U.S. target company may be impacted if such Business Combination is subject to U.S. foreign investment regulations and review by a U.S. government entity, such CFIUS, and ultimately prohibited.

The Sponsor, Ross Holding Company LLC, is a Cayman Islands limited liability company. Although entities organized in non-U.S. jurisdictions such as the Cayman Islands are sometimes considered “foreign persons” under the regulations administered by CFIUS, the Company believes the Sponsor would not be considered a foreign person because it is ultimately controlled and majority-owned by U.S. nationals.

64In the event the Sponsor is considered a foreign person, however, the Company could also be considered a foreign person and would continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over the Company for purposes of CFIUS’s regulations. The Company could likewise be considered a foreign person if a foreign investor acquires a significant interest in the Company and is viewed as having the ability to exercise control over the Company. As such, the Proposed Business Combination or another Initial Business Combination with a U.S. business may be subject to CFIUS review, the scope of which includes controlling investments as well as certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. If the Proposed Business Combination or another potential Initial Business Combination with a U.S. business falls within CFIUS’s jurisdiction, the Company may determine that it is required to make a mandatory filing or that it will submit a voluntary filing to CFIUS, or to proceed with the Proposed Business Combination or other Initial Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Proposed Business Combination or such other Initial Business Combination. CFIUS may decide to delay the Proposed Business Combination or such other Initial Business Combination, impose conditions to mitigate national security concerns with respect to the Proposed Business Combination or such other Initial Business Combination or recommend that the U.S. president block the Proposed Business Combination or such other Initial Business Combination or order the Company to divest all or a portion of a U.S. business of the combined company, which may limit the attractiveness of or prevent the Company from pursuing certain Initial Business Combination opportunities that it believes would otherwise be beneficial to the Company and its shareholders. As a result, the pool of potential targets with which the Company could complete an Initial Business Combination may be impacted, and it may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and the Company has limited time to complete the Proposed Business Combination or another Initial Business Combination. If the Company cannot complete the Proposed Business Combination or another Initial Business Combination by March 16, 2026, or such later date that may be approved by the Company’s shareholders, because the review process extends beyond such timeframe or because the Proposed Business Combination or such other Initial Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, the Company may be required to liquidate.

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In the event the Sponsor is considered a foreign person, however, the Company could also be considered a foreign person and would continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over the Company for purposes of CFIUS’s regulations. The Company could likewise be considered a foreign person if a foreign investor acquires a significant interest in the Company and is viewed as having the ability to exercise control over the Company. As such, an Initial Business Combination with a U.S. business may be subject to CFIUS review, the scope of which includes controlling investments as well as certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. If the Company’s potential Initial Business Combination with a U.S. business falls within CFIUS’s jurisdiction, the Company may determine that it is required to make a mandatory filing or that it will submit a voluntary filing to CFIUS, or to proceed with the Initial Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Initial Business Combination. CFIUS may decide to delay the Initial Business Combination, impose conditions to mitigate national security concerns with respect to such Initial Business Combination or recommend that the U.S. president block the Initial Business Combination or order the Company to divest all or a portion of a U.S. business of the combined company, which may limit the attractiveness of or prevent the Company from pursuing certain Initial Business Combination opportunities that it believes would otherwise be beneficial to the Company and its shareholders. As a result, the pool of potential targets with which the Company could complete an Initial Business Combination may be impacted, and it may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and the Company has limited time to complete its Initial Business Combination. If the Company cannot complete its Initial Business Combination by September 16, 2023, or such later date that may be approved by the Company’s shareholders, because the review process extends beyond such timeframe or because the Initial Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, the Company may be required to liquidate.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity

As a blank check company, we have no operations and therefore do not have any operations of our own that face cybersecurity threats. However, we do depend on the digital technologies of third parties, and as noted in “Item 1A. Risk Factors” of this Annual Report, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. Our board of directors oversees risk for the Company, and prior to filings with the SEC, our board of directors reviews our risk factors, including the descriptions of the risks we face from cybersecurity threats, as described in “Item 1A. Risk Factors” of this Annual Report.

Item 2. Properties.

We currently maintain our executive offices at 11177 ~~Pelican~~Avenue ~~Lane~~of the Americas, ~~Palm~~5th ~~Beach~~Floor, FLNew ~~33480~~York, NY 10036. The cost for this space is included in the $10,000 per month fee that we ~~will~~are ~~pay~~required anto ~~affiliate~~pay of our Sponsor for office space, administrative and support services.

Item 3. Legal Proceedings.

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this ~~annual~~Annual ~~report~~Report.

Item 4. Mine Safety Disclosures.

None.

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PART II

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

Market Information.

~~Our~~The Company’s securities have been delisted from the NYSE. The Company does not expect to be able to re-list its securities for trading on any other national securities exchange at this time. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders will face significant material adverse consequences as a result of the Company’s securities not being listed on a national securities exchange. Such material adverse consequences are exacerbated, and liquidity in the Company’s securities is severely limited, because the Company’s securities are not quoted on an over-the-counter market. See “Item 1A. Risk Factors—The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting.” Prior to their delisting, our Units, Public Shares and Public Warrants ~~are~~were ~~traded~~listed on the NYSE under the symbols “ROSS.U”, “ROSS” and “ROSS WS”, respectively. We expect that our securities may, in the future, be quoted under new symbols on an over-the-counter market.

65We are not current in our reporting obligations. Our inability to file reports on a timely basis may adversely affect our ability to raise capital through the issuance of equity securities and our shareholders’ ability to sell or trade our equity securities.

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Holders

Although there are a larger number of beneficial owners, aton ~~March~~October 3031, ~~2023~~2025, there was one holder of record of our Units, ~~one~~two ~~holder~~holders of record of our Class A Ordinary Shares, one holder of record of our ~~Founder~~Class B Ordinary Shares, one holder of record of our Public Warrants and one holder of record of our Private Placement Warrants.

Dividends

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

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On March 13, 2023, wethe Company held the First Extension Meeting. At the First Extension Meeting, ~~our shareholders approved as a special resolution,~~ the ~~amendment of the~~ Company’s ~~amended~~shareholders ~~and restated memorandum~~approved ~~and articles of association to extend~~ the ~~date~~First byExtension ~~which~~Amendment we must complete an Initial Business Combination by up to six months in one month increments subject to deposit of $165,000 into the Trust Account for each month by which such date is extendedProposal. OnIn ~~March~~connection ~~13,~~with ~~2023, following~~ the ~~shareholder~~vote ~~approval, the Company filed the amendment~~ to ~~the~~approve ~~amended and restated memorandum and articles of association with~~ the ~~Registrar~~First ofExtension ~~Companies~~Amendment ofProposal, the ~~Cayman~~holders ~~Islands. In connection~~of ~~with the Extension Meeting, shareholders holding~~ 28,119,098 Public Shares of the Company properly exercised their right to redeem ~~such~~their shares for acash ~~pro~~at ~~rata~~a ~~portion~~redemption ofprice ~~the funds held in our Trust Account as~~ of ~~March 9, 2023, including any interest earned on the funds held in the Trust Account (net of taxes payable). As a result,~~ approximately $~~287.7 million (approximately $~~10.23 per share~~) was removed from the Trust Account to pay such holders. On March 31~~, ~~2023,~~for ~~APRINOIA~~an ~~made~~aggregate aredemption ~~deposit~~amount of ~~$165,000~~ toapproximately ~~the Trust Account~~$287.7 ~~The date by which we must complete an Initial Business Combination was extended from March 16, 2023 to April 16, 2023~~million. ~~Following the aforementioned redemptions, we have 15,005,902 ordinary shares outstanding, which includes 6,380,902 Class A Ordinary Shares and 8,625,000 Founder Shares.~~

~~After~~On September ~~giving~~15, ~~effect~~2023, tothe Company held the ~~aforementioned~~Second ~~redemptions~~Extension ~~and~~Meeting. At the ~~First~~Second Extension ~~Payment~~Meeting, the ~~amount~~Company’s shareholders approved, among other things, the Second Extension Amendment Proposal. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of ~~funds~~1,339,804 ~~remaining~~Public inShares of the ~~Trust~~Company ~~Account~~properly ~~was~~exercised their right to redeem their shares for cash at a redemption price of approximately $~~65,458,680~~10.6274 asper share, for an aggregate redemption amount of ~~March~~approximately ~~31, 2023~~$14.4 million.

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On March 6, 2024, the Company held the Third Extension Meeting. At the Third Extension Meeting, the Company’s shareholders approved the Third Extension Amendment Proposal. In connection with the vote to approve the Third Extension Amendment Proposal, the holders of 2,372,565 Public Shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.02 per share, for an aggregate redemption amount of approximately $26.2 million.

On March 15, 2024, the Sponsor exercised its right to convert an aggregate of 4,300,000 of its Founder Shares into an equal number of Class A Conversion Shares. Pursuant to the Class A Conversion, the Sponsor agreed to waive its redemption rights with respect to such Class A Conversion Shares in connection with a shareholder vote to approve an Initial Business Combination and its right to receive any distribution from the Trust Account with respect to such Class A Conversion Shares (for the avoidance of doubt, such Class A Conversion Shares will not be Public Shares).

On September 16, 2024, the Company held the Fourth Extension Meeting. At the Fourth Extension Meeting, the Company’s shareholders approved the Fourth Extension Amendment Proposal. In connection with the vote to approve the Fourth Extension Amendment Proposal, the holders of 2,512,919 Public Shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.50 per share, for an aggregate redemption amount of approximately $28.9 million.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Item 6. [RESERVED]

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

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto, ~~which~~including ~~are~~our ~~included~~unaudited incondensed ~~“Item~~consolidated 8.financial statement ~~Financial~~for ~~Statements~~the quarters ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025 and ~~Supplementary~~June ~~Data”~~30, of2025, ~~this~~which ~~Form~~are ~~10-K~~included in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this ~~Form 10-K~~Report.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

BPGC Acquisition Corp. (f/k/a Ross Acquisition Corp. II) is a blank check company incorporated as a Cayman Islands exempted company on January 19, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our Sponsor is Ross Holding Company LLC, a Cayman Islands limited liability company. The registration statement for the Initial Public Offering was declared effective on March 11, 2021. On March 16, 2021, we consummated the Initial Public Offering of 34,500,000 Units, including 4,500,000 additional Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, of which approximately $12.1 million was for deferred underwriting commissions.

Table of Contents

~~Overview~~Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds of $8.9 million.

WeUpon the ~~are~~closing aof ~~blank~~the ~~check~~Initial ~~company~~Public ~~incorporated~~Offering asand athe ~~Cayman~~private ~~Islands~~placement, ~~exempted~~$345.0 ~~company~~million on($10.00 ~~January~~per ~~19,~~Unit) ~~2021.~~of Wethe ~~were~~net ~~formed~~proceeds ~~for~~of the ~~purpose~~Initial Public Offering and certain of ~~effecting~~the aproceeds ~~merger,~~of ~~share~~the ~~exchange~~sale of the Private Placement Warrants were placed in the Trust Account, ~~asset~~located ~~acquisition~~in the United States with Continental Stock Transfer & Trust Company acting as trustee, and has been invested only in U.S. “government ~~share~~securities” ~~purchase~~within the meaning of Section 2(a)(16) of the Investment Company Act, ~~reorganization~~having ora ~~similar~~maturity ~~business~~of ~~combination~~185 ~~with~~days ~~one~~or less or ~~more~~in ~~businesses.~~money market Wefunds ~~are~~meeting ancertain ~~emerging~~conditions ~~growth~~under ~~company~~Rule ~~and~~2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as ~~such~~determined by us, weor ~~are~~cash, ~~subject~~until tothe ~~all~~earlier of: (i) the ~~risks~~completion ~~associated~~of ~~with~~an ~~emerging~~Initial ~~growth~~Business ~~companies~~Combination and (ii) the distribution of the Trust Account as described below.

~~Our Sponsor is Ross Holding Company LLC, a Cayman Islands limited liability company. The registration statement for the Initial Public Offering was declared effective on March 11, 2021. On~~Business ~~March~~Combination ~~16,~~with ~~2021,~~Innovative weRocket ~~consummated~~Technologies ~~the Initial Public Offering of 34,500,000 units, including 4,500,000 additional units to cover over-allotments, at $10~~Inc.00 per unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, of which approximately $12.1 million was for deferred underwriting commissions (see Note 6 to our financial statements included elsewhere herein).

~~Simultaneously~~On July 22, 2025, we entered into the Merger Agreement, with Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket. Subject to its terms and conditions, the ~~closing~~Merger ofAgreement provides that (i) on the ~~Initial~~day ~~Public~~prior ~~Offering~~to the date of the Merger 2, we ~~consummated~~will ~~the~~complete ~~private~~Merger ~~placement~~1 by ofmerging 5with and into Holdco Merger Sub,~~933,333~~ ~~Private~~with ~~Placement~~Holdco ~~Warrants~~Merger atSub being the surviving entity and a ~~price~~wholly owned subsidiary of $Holdco, and (ii) on the day after Merger 1~~.50~~, ~~per~~Acquiror ~~Private~~Merger ~~Placement~~Sub ~~Warrant~~ will complete Merger 2 by merging with ~~our~~and ~~Sponsor~~into iRocket, ~~generating~~with ~~gross~~iRocket ~~proceeds~~being ofthe surviving $8entity.9 ~~million~~As ~~(see~~a ~~Note~~result 5of tothe ~~our~~Mergers, ~~financial~~iRocket ~~statements~~will ~~included~~become ~~elsewhere~~an ~~herein)~~indirect wholly-owned subsidiary of Holdco.

~~Upon~~iRocket is ~~the~~transforming ~~closing~~rapid ~~of the Initial Public Offering~~ and ~~the~~responsive ~~private~~access ~~placement,~~to ~~$345.0~~space ~~million~~with ~~($10.00~~development ~~per unit)~~ of ~~the~~its ~~net~~Shockwave ~~proceeds~~launch ofvehicle, ~~the~~which ~~Initial~~is ~~Public~~uniquely ~~Offering~~designed for recovery and ~~certain~~reuse of ~~the~~all ~~proceeds~~ of ~~the~~ ~~sale~~its ofstages. ~~the~~Just ~~Private~~as ~~Placement~~airplanes ~~Warrants~~fly ~~were~~multiple ~~placed~~flights, iniRocket ~~the~~plans ~~Trust~~to ~~Account~~Recondition, ~~located in the United States with Continental Stock Transfer & Trust Company acting as trustee~~Reload, and ~~has been invested only in U.S. “government securities”~~Relaunch™ ~~within~~its ~~the~~rockets ~~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~~24 ~~2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations~~hours, asreducing ~~determined by us~~costs, ~~until~~and increasing the ~~earlier~~pace of: ~~(i)~~launches. ~~the~~For ~~completion~~additional ofinformation ~~the~~see “Item 1. Business—Proposed Business Combination orwith ~~another~~iRocket” ~~Initial~~and ~~Business~~the ~~Combination~~Company’s ~~and~~Current ~~(ii)~~Report ~~the~~on ~~distribution~~Form of8-K ~~the~~filed ~~Trust~~with the ~~Account~~SEC ason ~~described~~July ~~below~~23, 2025.

~~Proposed~~ Terminated Business Combination with APRINOIA Therapeutics Inc.

On January 17, 2023, we entered into the Terminated Business Combination Agreement with APRINOIA, PubCo and the Merger Subs. The transactions contemplated by the Terminated Business Combination Agreement are referred to herein as the Terminated Business Combination. The terms of the Terminated Business Combination and the other transactions contemplated thereby are summarized in the Company’s Current Report on Form 8-K filed with the SEC on January 18, 2023. Effective as of August 21, 2023 and in accordance with Section 11.01(a) of the Terminated Business Combination Agreement, the Company, APRINOIA, PubCo and the Merger Subs mutually agreed to terminate the Terminated Business Combination Agreement and, consequently, the other Transaction Documents (as defined in the Terminated Business Combination Agreement) pursuant to the terms of the Termination Agreement. Further, under the Termination Agreement, each of the Company, Merger Sub 2 and Merger Sub 3 released APRINOIA, PubCo and Merger Sub 1, and each of their representatives, affiliates, agents and assigns, and each of APRINOIA, PubCo and Merger Sub 1 released the Company, Merger Sub 2 and Merger Sub 3, and each of their representatives, affiliates, agents and assigns, for any claims, causes of action, liabilities or damages relating to the Terminated Business Combination Agreement and the other Transaction Documents, except for certain provisions that survive the termination pursuant to the terms of the Terminated Business Combination Agreement, or for breaches of the Termination Agreement. Further details regarding the termination and the Termination Agreement may be found in the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2023.

On January 17, 2023, the Company, entered into a Business Combination Agreement (the “Business Combination Agreement”), with APRINOIA Therapeutics Inc., an exempted company incorporated with limitedExtensions liability under the laws of the Cayman Islands ( “APRINOIA”), APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), APRINOIA Therapeutics Merger Sub 1, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Is

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