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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

~~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, ~~2021~~2022

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

For the transition period from

Commission File Number:

~~For the transition period from to~~ 001-41001

~~001-41001~~TALON 1 ACQUISITION CORP.

~~TALON~~(Exact 1name ~~ACQUISITION~~of ~~CORP.~~registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Cayman Islands		98-1598139
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2333 Ponce de Leon Blvd., Suite 630
Coral Gables, FL		33134
(Address of principal executive offices)		(Zip Code)

Cayman Islands		98-1598139
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

786-662-3114

2333 Ponce de Leon Blvd., Suite 630 Coral Gables, FL		33134
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

~~786-662-3114~~N/A

(~~Registrant’s~~Former ~~telephone~~name, ~~number~~former address and former fiscal year, ~~including~~if ~~area~~changed ~~code~~since last report)

~~N/A~~Securities registered pursuant to Section 12(b) of the Act:

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


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

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

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

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

~~Securities~~Indicate ~~registered~~by check mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(gd) of the Exchange Act:. Yes ☐ No ☒ ~~None~~

Indicate by check mark ifwhether the registrant is(1) has afiled ~~well-known~~all ~~seasoned~~reports ~~issuer,~~required asto ~~defined~~be infiled ~~Rule~~by ~~405~~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

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

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 ☐ non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

SRule 12b-T2

of the Exchange Act.

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

~~Rule~~If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section ~~12b-2~~13(a) of the Exchange Act. ☐

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

If ansecurities ~~emerging~~are ~~growth~~registered ~~company,~~pursuant ~~indicate~~to bySection ~~check~~12(b) ~~mark~~of if the ~~registrant~~Act, ~~has~~indicate ~~elected~~by ~~not~~check tomark ~~use~~whether the ~~extended~~financial ~~transition~~statements ~~period~~of ~~for~~the ~~complying~~registrant ~~with~~included ~~any~~in ~~new~~the orfiling ~~revised~~reflect ~~financial~~the ~~accounting~~correction ~~standards~~of ~~provided~~an ~~pursuant~~error to ~~Section 13(a) of~~previously ~~the~~issued ~~Exchange~~financial ~~Act~~statements. ☐

Indicate by check mark whether ~~the~~any ~~registrant~~of ~~has~~those ~~filed~~error acorrections ~~report~~are onrestatements ~~and~~that ~~attestation~~required toa ~~its~~recovery ~~management’s~~analysis ~~assessment~~ of ~~the~~incentive-based ~~effectiveness~~compensation ofreceived ~~its~~by ~~internal~~any ~~control over financial reporting under Section 404(b)~~ of the ~~Sarbanes-Oxley~~registrant’s ~~Act~~executive ~~(15~~officers ~~U.S.C.~~during ~~7262(b)) by~~ the ~~registered~~relevant ~~public~~recovery ~~accounting~~period ~~firm~~pursuant ~~that~~to ~~prepared or issued its audit report~~§240. 10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

~~Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:~~ 12b-2

of the Exchange Act). Yes ☒ No ☐

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐


Auditor Firm ID:	Auditor Name:	Auditor Location:
688	Marcum LLP	Houston, TX

The registrant’s Units began trading on the Nasdaq Global Market on November 8, 2021 and its Class A ordinary shares, par value $

~~If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow~~0. ~~Item 17 ☐ Item 18 ☐~~ 0001

per share, commenced separate trading on December 30, 2021.

~~12b-2~~As of April 14, 202

3, there were 9,682,608

Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Auditor Firm ID:		Auditor Name:		Auditor Location:
688		Marcum LLP		Houston, TX

~~Rule 12b-2~~TALON 1 ACQUISITION CORP.

~~The~~Annual ~~registrant’s~~Report ~~Units~~on ~~began~~Form ~~trading~~10-K onfor the ~~Nasdaq~~year ~~Global~~ended ~~Market~~December ~~on November 8~~31, ~~2021~~2022 ~~and its Class A ordinary shares, par value $0.0001 per share, commenced separate trading on December 30, 2021.~~

30Table of Contents

Table of Contents


		Page
PART I
Item 1.	Business		7
Item 1A.	Risk Factors		20
Item 1B.	Unresolved Staff Comments		62
Item 2.	Properties		62
Item 3.	Legal Proceedings		62
Item 4	Mine Safety Disclosures		62

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		63
Item 6.	[Reserved]		64
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		64
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		69
Item 8.	Financial Statements and Supplementary Data		69
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		69
Item 9A.	Controls and Procedures		69
Item 9B.	Other Information		70
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		70

PART III
Item 10.	Directors, Executive Officers and Corporate Governance		71
Item 11.	Executive Compensation		82
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		83
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		86
Item 14.	Principal Accounting Fees and Service		87

PART IV
Item 15.	Exhibits, Financial Statement Schedules		89
Item 16.	Form 10-K Summary		89

EXHIBIT INDEX

SIGNATURES

~~TALON~~2 ~~1 ACQUISITION CORP.~~

10-KTable of Contents

~~Table~~CAUTIONARY ofNOTE ~~Contents~~REGARDING FORWARD-LOOKING STATEMENTS

		Page
PART I
Item 1.	Business.		7
Item 1A.	Risk Factors.		20
Item 1B.	Unresolved Staff Comments.		59
Item 2.	Properties.		59
Item 3.	Legal Proceedings.		59
Item 4	Mine Safety Disclosures.		59
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		60
Item 6.	Selected Financial Data.		61
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		61
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.		64
Item 8.	Financial Statements and Supplementary Data.		64
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		64
Item 9A.	Controls and Procedures.		64
Item 9B.	Other Information.		65
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		65
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.		66
Item 11.	Executive Compensation.		76
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		77
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		79
Item 14.	Principal Accounting Fees and Service.		80
PART IV
Item 15.	Exhibits, Financial Statement Schedules.		82
Item 16.	Form 10-K Summary.		82
EXHIBIT INDEX
SIGNATURES

This Annual Report on Form 10-K, or this Annual Report, contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our strategies or plans, we are making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results and stockholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors.” Many of the risks and factors that will determine these results and stockholder value are beyond our ability to control or predict.

2Forward-looking statements in this Annual Report may include, for example, statements about:

~~Table~~• ofour ~~Contents~~ability to select an appropriate target business or businesses;

~~CAUTIONARY~~• ~~NOTE~~our ~~REGARDING~~ability ~~FORWARD-LOOKING~~to ~~STATEMENTS~~complete our initial business combination;

~~10-K,~~• our expectations around the performance of a prospective target business or businesses;

~~geo-political~~• our success in retaining or recruiting, or changes required in, our officers or directors following our initial business combination;

~~Forward-looking~~• ~~statements~~our inofficers ~~this~~and ~~Annual~~directors ~~Report~~allocating ~~may~~their ~~include,~~time ~~for~~to ~~example,~~other ~~statements~~businesses ~~about:~~and potentially having conflicts of interest with our business or in approving our initial business combination;

• our potential ability to ~~select~~obtain anadditional ~~appropriate~~financing ~~target~~to ~~business~~complete orour ~~businesses~~initial business combination;

• our ~~ability~~pool toof ~~complete~~prospective ~~our~~target ~~initial business combination~~businesses;

• the ability of our ~~expectations~~officers ~~around~~and ~~the~~directors ~~performance~~to ofgenerate a ~~prospective~~number ~~target~~of potential business orcombination ~~businesses~~opportunities;

• our ~~success~~public insecurities’ ~~retaining~~potential orliquidity ~~recruiting,~~and ~~or changes required in, our officers or directors following our initial business combination~~trading;

• ~~our~~the ~~officers~~lack ~~and directors allocating their time to other businesses and potentially having conflicts~~ of ~~interest~~a ~~with~~market ~~our~~for ~~business or in approving~~ our ~~initial business combination~~securities;

• ~~our~~the ~~potential~~use ~~ability~~of toproceeds ~~obtain~~not ~~additional~~held ~~financing~~in the trust account or available to ~~complete~~us ~~our~~from ~~initial~~interest ~~business~~income ~~combination~~on the trust account balance;

• ~~our~~the ~~pool~~trust ofaccount ~~prospective~~not ~~target~~being ~~businesses~~subject to claims of third parties; or

• ~~the ability of~~ our ~~officers~~financial ~~and directors to generate a number of potential business combination opportunities;~~performance.

•The forward-looking statements contained in this Annual Report are based on our ~~public~~current ~~securities’~~expectations ~~potential~~and ~~liquidity~~beliefs concerning future developments and ~~trading;~~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

•3 ~~the lack of a market for our securities;~~

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

• results ~~the~~or ~~trust~~performance ~~account~~to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not ~~being~~limited ~~subject~~to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to ~~claims~~update or revise any forward-looking statements, whether as a result of ~~third~~new ~~parties;~~information, future events or otherwise, except as may be required under applicable securities laws.

•4 ~~our financial performance.~~

TheTable 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 Contents

3RISK FACTORS SUMMARY

~~Table~~An investment in our securities involves a high degree of ~~Contents~~risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

~~results~~• orour ~~performance~~executive toofficers ~~be materially different from those expressed or implied by these forward-looking statements. These risks~~ and ~~uncertainties~~directors ~~include,~~will ~~but~~allocate ~~are~~their ~~not~~time ~~limited~~ to, ~~those~~other ~~factors~~businesses ~~described~~thereby ~~under~~causing ~~the~~conflicts ~~heading “Risk Factors.” Should one or more~~ of ~~these~~interest ~~risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary~~ in ~~material~~their ~~respects~~determination ~~from~~as ~~those~~to ~~projected~~how inmuch ~~these~~time ~~forward-looking~~to ~~statements.~~devote ~~We undertake no obligation~~ to ~~update~~our oraffairs. ~~revise~~This ~~any~~conflict ~~forward-looking~~of ~~statements,~~interest ~~whether~~could ashave a ~~result~~negative ofimpact ~~new~~on ~~information,~~our ~~future~~ability ~~events~~to orcomplete ~~otherwise,~~our ~~except~~initial asbusiness ~~may be required under applicable securities laws~~combination.

4• we are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

~~Table~~• we may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of ~~Contents~~winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

~~RISK~~• ~~FACTORS~~the ~~SUMMARY~~ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

An• ~~investment~~the inability ~~our securities involves a high degree~~ of ~~risk.~~our ~~The~~public ~~occurrence~~shareholders ofto ~~one~~exercise orredemption ~~more~~rights ~~of the events or circumstances described in the section titled “Risk Factors,” alone or in combination~~ with ~~other~~respect ~~events~~to ora ~~circumstances,~~large ~~may~~number ~~materially~~of ~~adversely affect~~ our ~~business,~~shares ~~financial~~may ~~condition~~not ~~and~~allow ~~operating~~us ~~results.~~to Incomplete ~~that event,~~ the ~~trading~~most ~~price~~desirable ofbusiness ~~our~~combination ~~securities could decline, and you could lose all~~ or ~~part~~optimize ofour ~~your~~capital ~~investment~~structure. ~~Such risks include, but are not limited to:~~

• ~~our~~the ~~executive~~ability ~~officers~~of ~~and~~our ~~directors~~public ~~will~~shareholders ~~allocate~~to ~~their~~exercise ~~time~~redemption torights ~~other~~with ~~businesses~~respect ~~thereby~~to ~~causing~~a ~~conflicts~~large number of ~~interest~~our inshares ~~their~~could ~~determination~~increase asthe toprobability ~~how~~that ~~much~~our ~~time~~initial tobusiness ~~devote~~combination towill ~~our~~be ~~affairs.~~unsuccessful ~~This~~and ~~conflict~~that ofyou ~~interest~~will ~~could~~ have ato ~~negative~~wait ~~impact~~for onliquidation ~~our~~in ~~ability~~order to ~~complete~~redeem ~~our~~your ~~initial business combination~~shares.

• the requirement that we ~~are~~complete an initial business combination within 15 months after the closing (or 24 months after the closing of our initial public offering if we extend the period of time to consummate a ~~recently~~business ~~incorporated~~combination) ~~company~~of ~~with~~our noinitial ~~operating~~public ~~history~~offering ~~and~~may nogive ~~revenues,~~potential target businesses leverage over us in negotiating a business combination and ~~you~~may limit the time we have noin ~~basis~~which to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which tocould ~~evaluate~~undermine our ability to ~~achieve~~complete our initial business ~~objective~~combination on terms that would produce value for our shareholders.

• weNasdaq may ~~not~~delist ~~be able to complete~~ our ~~initial~~securities ~~business~~from ~~combination~~trading ~~within~~on ~~the~~its ~~completion window~~exchange, in which ~~case~~could welimit ~~would~~investors’ ~~cease~~ability ~~all~~to ~~operations~~make ~~except~~transactions ~~for~~in ~~the purpose of winding up and we would redeem~~ our ~~public~~securities ~~shares~~ and ~~liquidate,~~subject inus ~~which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution~~ to ~~public~~additional ~~shareholders,~~trading ~~and our warrants will expire worthless~~restrictions.

• if we are deemed to be an investment company under the ~~ability~~Investment Company Act of ~~our~~1940 ~~public~~(the ~~shareholders~~“Investment toCompany ~~redeem~~Act”), ~~their~~we ~~shares~~may ~~for~~be ~~cash~~required ~~may~~to ~~make~~institute ~~our~~burdensome ~~financial~~compliance ~~condition~~requirements ~~unattractive~~and toour ~~potential~~activities ~~business~~may ~~combination~~be ~~targets~~restricted, which may make it difficult for us to ~~enter~~complete ~~into~~our a business combination ~~with a target~~.

• ~~the~~changes ~~ability~~in oflaws ~~our~~or ~~public~~regulations, ~~shareholders~~or toa ~~exercise~~failure ~~redemption~~to ~~rights~~comply with ~~respect~~any tolaws aand ~~large~~regulations, ~~number~~may ofadversely affect our ~~shares~~business, ~~may~~including ~~not~~our ~~allow~~ability us to ~~complete~~negotiate ~~the~~and ~~most~~complete ~~desirable~~our initial business combination orand ~~optimize~~results ~~our~~of ~~capital structure~~operations.

• ~~the~~because ~~ability~~ of our ~~public~~limited ~~shareholders~~resources toand ~~exercise~~the ~~redemption~~significant ~~rights~~competition ~~with~~for ~~respect~~business tocombination aopportunities, ~~large~~it ~~number~~may ofbe more difficult for us to complete our ~~shares~~initial ~~could~~business ~~increase~~combination. ~~the~~If ~~probability~~we ~~that~~do not complete our initial business combination, ~~will~~our bepublic ~~unsuccessful~~stockholders ~~and~~may ~~that~~receive ~~you~~only ~~will~~their ~~have~~pro torata ~~wait~~portion ~~for~~of ~~liquidation~~the funds in ~~order~~the trust account that are available for distribution to ~~redeem~~public ~~your~~shareholders, ~~shares~~and our warrants will expire worthless.

• ~~the requirement that~~ we ~~complete~~may anissue ~~initial~~additional ~~business~~ordinary ~~combination~~shares ~~within 15 months after the closing (~~or 18preferred ~~months~~shares ~~after the closing of our initial public offering if we extend the period of time~~ to ~~consummate~~complete ~~a business combination) of~~ our initial ~~public offering may give potential target businesses leverage over us in negotiating a~~ business combination ~~and~~or ~~may~~under ~~limit~~an ~~the~~employee ~~time~~incentive weplan ~~have~~after incompletion ~~which~~of ~~to conduct due diligence on potential business combination targets as we approach~~ our ~~dissolution deadline, which could undermine our ability to complete our~~ initial business combination. onWe ~~terms~~may ~~that~~also ~~would produce value for our shareholders.~~issue

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

•Table if we are deemed to be an investment company under the Investment Company Act of 1940 (the “Investment Company Act”), we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our business combination.Contents

•Class ~~changes~~A inordinary ~~laws~~shares orupon ~~regulations,~~the orconversion aof ~~failure~~the toClass ~~comply~~B ~~with~~ordinary ~~any~~shares ~~laws~~at ~~and~~a ~~regulations,~~ratio ~~may~~greater ~~adversely~~than ~~affect~~one-to-one at the time of completion of our initial business, ~~including~~combination ~~our~~as ~~ability~~a toresult ~~negotiate~~of ~~and~~the ~~complete~~anti-dilution provisions contained in our ~~initial~~second ~~business~~amended ~~combination~~and restated memorandum and ~~results~~articles of ~~operations~~association. Any such issuances would dilute the interest of our stockholders and likely present other risks.

• ~~because~~if ofwe ~~our~~seek ~~limited~~shareholder ~~resources~~approval ~~and~~of ~~the~~our ~~significant~~initial ~~competition for~~ business combination ~~opportunities,~~and itwe ~~may~~do benot ~~more~~conduct ~~difficult~~redemptions ~~for~~pursuant us to ~~complete~~the ~~our~~tender ~~initial~~offer ~~business~~rules, ~~combination.~~and Ifif weyou door ~~not~~a ~~complete~~“group” ~~our~~of ~~initial~~shareholders ~~business~~are ~~combination,~~deemed ~~our~~to ~~public~~hold ~~stockholders~~in ~~may~~excess ~~receive~~of ~~only~~15% ~~their~~of ~~pro~~our ~~rata~~Class ~~portion~~A ofordinary ~~the~~shares, ~~funds~~you inwill lose the ~~trust~~ability ~~account~~to ~~that~~redeem ~~are~~all ~~available~~such ~~for~~shares ~~distribution~~in toexcess ~~public~~of ~~shareholders,~~15% ~~and~~of our ~~warrants~~Class ~~will~~A ~~expire~~ordinary ~~worthless~~shares.

• wesince ~~may~~our ~~issue~~Sponsor, ~~additional~~executive ~~ordinary~~officers ~~shares~~and ordirectors ~~preferred~~will ~~shares~~lose totheir ~~complete~~entire investment in us if our initial business combination oris ~~under~~not ancompleted ~~employee~~(other ~~incentive~~than ~~plan~~with ~~after~~respect ~~completion~~to ofpublic shares they may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination. Wetarget ~~may~~is ~~also~~appropriate ~~issue~~for our initial business combination.

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

~~Table~~• if the net proceeds of ~~Contents~~our 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 for at least the next 15 months (or the next 24months if we extend the period of time to consummate a business combination), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination.

~~Class~~• ~~A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti-dilution~~ provisions ~~contained~~ in our second amended and restated memorandum and articles of association. ~~Any~~and ~~such~~Cayman ~~issuances~~Islands ~~would~~law ~~dilute~~may have the ~~interest~~effect of ~~our~~inhibiting ~~stockholders~~a takeover of us and ~~likely~~discouraging ~~present~~lawsuits ~~other~~against ~~risks~~our directors and officers.

• if we ~~seek~~are ~~shareholder~~a ~~approval~~blank ofcheck ~~our~~company ~~initial~~with ~~business~~no ~~combination~~operating history and weno ~~do not conduct redemptions pursuant to the tender offer rules~~revenues, and if you orhave ano ~~“group”~~basis ofon ~~shareholders~~which ~~are deemed~~ to ~~hold~~evaluate ~~in excess of 15% of~~ our ~~Class A ordinary shares, you will lose the~~ ability to ~~redeem~~achieve ~~all such shares in excess of 15% of~~ our ~~Class~~business ~~A ordinary shares~~objective.

•6 since our Sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

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

•PART ifI the net proceeds of our 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 for at least the next 15 months (or the next 18 months if we extend the period of time to consummate a business combination), it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination.

•Item ~~provisions~~1. in our second amended and restated memorandum and articles of association and Cayman Islands law may have the effect of inhibiting a takeover of us and discouraging lawsuits against our directors and officersBusiness.

•In wethis ~~are~~Annual aReport, ~~blank~~references ~~check~~to ~~company~~the ~~with~~“Company” ~~no operating history~~ and noto ~~revenues~~“we,” “us,” and ~~you have no basis on which to evaluate~~ “our” ~~ability~~refer to ~~achieve~~Talon ~~our~~1 ~~business~~Acquisition ~~objective~~Corp.

6Overview

~~Table~~Talon 1 Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and incorporated with limited liability, and formed for the purpose of ~~Contents~~effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our “initial business combination.” We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any business or industry.

~~PART~~On INovember 8, 2021, we consummated our initial public offering of 20,000,000 units, at $10.00 per unit, generating gross proceeds of $200,000,000. We granted the underwriters of our initial public offering a 45-day option to purchase up to 3,000,000 additional units to cover over-allotments. Simultaneously with the closing of our initial public offering, the underwriters fully exercised the over-allotment option, generating gross proceeds of $30,000,000. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Simultaneously with the closing of our initial public offering, we consummated the private sale of 13,250,000 private placement warrants to our Sponsor, AVi8 Acquisition LLC (our “Sponsor”), at a price of $1.00 per private placement warrant, generating proceeds of $13,250,000.

~~Item~~Prior to the consummation of our initial public offering, in April 2021, our Sponsor paid $25,000 to purchase 5,750,000 Class 1B founder shares, or approximately $0.004 ~~Business~~per share. On July 23, 2021, our Sponsor transferred, for no consideration, 50,000 founder shares to each of our three independent directors, 10,000 founder shares to each of the two members of the board of advisors, 50,000 founder shares to Ryan Goepel, our Chief Financial Officer, and 75,000 founder shares to Jeremy Falk, our Chief Operating Officer. Prior to the initial investment in the Company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of our initial public offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option were exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after our initial public offering.

InA ~~this~~total ~~Annual~~of ~~Report~~$235,750,000 ~~references~~of tothe proceeds from the “net proceeds of the sale of the units in our initial public offering, the sale of the over-allotment units, the sale of the over-allotment warrants and the sale of the private placement warrants were placed in a trust account at Bank of America, N.A., maintained by Continental Stock Transfer & Trust Company”, acting as trustee. Except with respect to interest earned on the funds held in the trust account, none of the funds held in the trust account will be released until the earlier to occur of: (i) our completion of an initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith); (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to our second amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to “redeem 100% of our public shares if we,” ~~“us,”~~do not complete our initial business combination within the completion window or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity; and “(iii) the redemption of our” ~~refer~~public shares if we are unable to ~~Talon~~complete 1an ~~Acquisition~~initial ~~Corp~~business combination within the completion window, subject to applicable law. The proceeds

~~Overview~~7

TalonTable 1 Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company and incorporated with limited liability, and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our “initial business combination.” We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any business or industry. Contents

45 held in the trust account will be 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-~~day~~7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

~~one-half~~Our units, Class A ordinary shares and warrants are each traded on the Nasdaq Global Market under the symbols “TOACU,” “TOAC” and “TOACW,” respectively. Our units commenced public trading on November 8, 2021, and our Class A ordinary shares and warrants commenced separate public trading on December 30, 2021.

~~Prior~~Opportunity to the consummation of our initial public offering, in April 2021, our Sponsor paid $25,000 to purchase 5,750,000 Class B founder shares, or approximately $0.004 per share. On July 23, 2021, our Sponsor transferred, for no consideration, 50,000 founder shares to each of our three independent directors, 10,000 founder shares to each of the two members of the board of advisors, 50,000 founder shares to Ryan Goepel, our Chief Financial Officer, and ~~75,000~~Target ~~founder~~Industries shares to Jeremy Falk, our Chief Operating Officer. Prior to the initial investment in the Company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of our initial public offering would be a maximum of 23,000,000 units if the underwriters’ over-allotment option were exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after our initial public offering.

~~pre-initial~~Through our team’s extensive experience in sourcing, acquiring, operating, developing, growing, financing, and selling businesses in the global aerospace, aviation, and aviation services industries, we have established a robust network that will prove invaluable throughout the sourcing process. The individuals on our team have reputations for reliability and fair dealing with all involved parties as well as critical experience navigating various market conditions, including economic downturns. These connections, reputations, and experiences have created a

7steady flow of referrals, resulting in numerous successful transactions for both our management team and Sponsor. We view the extensive network of connections and relationships of our management team and Sponsor as a strong potential source of business combination opportunities. Additionally, we expect various other market participants, including investment banking firms, private equity firms, consultants, and other business enterprises, may present viable target business candidates.

~~Table~~We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or completing the initial business combination through a joint venture or other form of ~~Contents~~shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that our initial business combination is fair to our company from a financial point of view.

2aIf any of our executive officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-7existing 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. Certain of our executive officers currently have certain relevant

~~Our~~fiduciary ~~units,~~duties ~~Class A~~or ~~ordinary~~contractual ~~shares~~obligations ~~and~~that ~~warrants~~may ~~are~~take ~~each~~priority ~~traded~~over ontheir ~~the~~duties ~~Nasdaq~~to ~~Global~~us. ~~Market~~We ~~under the symbols “TOACU~~believe,” ~~“TOAC” and “TOACW~~however,” ~~respectively.~~that ~~Our~~the ~~units~~fiduciary ~~commenced~~duties ~~public~~or ~~trading~~contractual onobligations ~~November 8,~~of ~~2021,~~our officers and ~~our~~directors ~~Class A~~will ~~ordinary~~not ~~shares~~materially ~~and~~affect ~~warrants~~our ~~commenced~~ability ~~separate~~to ~~public~~complete ~~trading~~our oninitial ~~December 30,~~business ~~2021~~combination.

~~Opportunity~~Acquisition ~~and~~Criteria ~~Target Industries~~

~~Through~~We ~~our~~have ~~team’s~~identified ~~extensive experience in sourcing, acquiring, operating, developing, growing, financing, and selling businesses in~~ the ~~global~~following ~~aerospace,~~general ~~aviation,~~criteria and ~~aviation~~guidelines ~~services~~that ~~industries,~~ we ~~have~~believe ~~established~~are aimportant ~~robust~~in ~~network~~evaluating ~~that~~prospective ~~will~~target ~~prove invaluable throughout the sourcing process~~businesses. ~~The~~We ~~individuals~~will onleverage ~~our~~these ~~team~~criteria ~~have reputations for reliability~~ and ~~fair~~guidelines ~~dealing~~in ~~with~~evaluating ~~all~~acquisition ~~involved~~opportunities, ~~parties~~but aswe ~~well~~may asdecide ~~critical~~to ~~experience~~enter ~~navigating~~into ~~various~~an ~~market~~initial ~~conditions,~~business ~~including~~combination ~~economic~~with ~~downturns.~~a ~~These~~target ~~connections,~~business ~~reputations,~~that ~~and~~does ~~experiences~~not ~~have~~meet ~~created~~all ~~a steady flow~~ of ~~referrals,~~these ~~resulting~~criteria ~~in numerous successful transactions for both our management team~~ and ~~Sponsor~~guidelines. We ~~view~~intend ~~the~~to ~~extensive~~acquire ~~network~~target ofbusinesses ~~connections~~that ~~and relationships of our management team and Sponsor as a strong potential source of business combination opportunities. Additionally,~~ we ~~expect~~believe: ~~various other market participants, including investment banking firms, private equity firms, consultants, and other business enterprises, may present viable target business candidates.~~

We• are ~~not~~industry ~~prohibited~~leaders ~~from pursuing an initial business combination with a company~~ that ishave ~~affiliated~~demonstrated ~~with~~consistent ~~our~~top-line ~~Sponsor,~~growth ~~executive officers~~ and/or ~~directors,~~are orbenefitting completing the initial business combination through a joint venture or other form of shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete our initial business combination with a target that is affiliated with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from ansecular independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that our initial business combination is fair to our company from a financial point of view. tailwinds;

If• ~~any~~have ofdefensible ~~our~~and ~~executive~~established ~~officers or directors becomes aware of a~~ 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~~models, hewith orsustainable ~~she~~competitive ~~may~~advantages beand ~~required~~multiple toavenues ~~present~~for ~~such~~growth ~~business~~– ~~combination~~though ~~opportunity~~many tocompanies ~~such~~in ~~entity prior to presenting such business combination opportunity to us. Certain of~~ our ~~executive~~industries ~~officers~~likely ~~currently~~experienced ~~have~~substantial ~~certain~~challenges ~~relevant~~related ~~fiduciary duties or contractual obligations that may take priority over their duties~~ to ~~us.~~the WeCOVID-19 ~~believe~~pandemic, ~~however,~~we ~~that~~seek ~~the~~companies ~~fiduciary~~with ~~duties~~fundamentally orsound ~~contractual~~business ~~obligations~~models ofthat ~~our officers and directors~~ will ~~not~~recover ~~materially affect our ability to complete our initial business combination.~~ well;

~~Acquisition~~• ~~Criteria~~can potentially benefit from having a public currency to accelerate growth trajectory;

We8 have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will leverage these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into an initial business combination with a target business that does not meet all of these criteria and guidelines. We intend to acquire target businesses that we believe:

•Table areof industry leaders that have demonstrated consistent top-line growth and/or are benefitting from secular tailwinds;Contents

• ~~have~~can ~~defensible~~benefit ~~and~~from ~~established business models, with sustainable competitive advantages and multiple avenues for growth – though many companies in~~ our ~~industries~~management ~~likely~~team’s ~~experienced~~operating ~~substantial~~expertise, ~~challenges~~industry ~~related to the COVID-19 pandemic~~network, weand ~~seek~~financing ~~companies with fundamentally sound business models that will recover well~~experience;

• ~~can~~are ~~potentially~~not ~~benefit~~reliant ~~from~~on ~~having~~financial aleverage ~~public currency~~ to ~~accelerate~~generate ~~growth trajectory~~returns;

8• are at the point in their lifecycle at which going public, with the support of our highly experienced management team and access to our robust industry networks, is a natural next step; and

~~Table~~• ofare ~~Contents~~valued in such a way, relative to their public peers, that we will be able to offer an attractive risk- adjusted return for our stockholders.

•We ~~can~~will ~~benefit~~also ~~from~~assess ~~our~~potential ~~management~~target ~~team’s~~opportunities ~~operating~~based ~~expertise,~~on ~~industry~~the ~~network,~~criteria ~~and~~described ~~financing~~below: ~~experience;~~

• ~~are~~Services ~~not~~provided: ~~reliant~~We will source and evaluate companies focused on ~~financial~~one ~~leverage~~or tomore ~~generate~~of ~~returns;~~the following services:

• ~~are~~Aircraft atservices: ~~the~~includes ~~point~~fueling, incleaning, ~~their lifecycle at which going public~~maintenance, ~~with the support of our highly experienced management team~~ and ~~access~~supply tochain ~~our robust industry networks, is a natural next step; and~~management

• ~~are~~Airport ~~valued~~services: inincludes ~~such~~passenger ~~a way~~support, ~~relative~~cargo ~~to their public peers~~handling, ~~that~~and weground ~~will~~handling be(such ~~able~~as torepositioning, ~~offer~~ramp anservices, ~~attractive risk-adjusted return for our stockholders~~etc.)

We• ~~will~~Asset ~~also~~management: ~~assess~~includes ~~potential~~aircraft ~~target~~and ~~opportunities~~component ~~based~~leasing on– ~~the~~a ~~criteria~~core ~~described~~competency ~~below:~~of our Sponsor

• ~~Services provided~~Technology: Weincludes ~~will~~development ~~source~~ and ~~evaluate~~sale ~~companies~~of ~~focused~~aviation onsoftware, ~~one~~such oras ~~more~~programs ofrelated ~~the~~to ~~following~~maintenance ~~services:~~and longevity

• Aircraft ~~services~~operations: includes ~~fueling,~~transport ~~cleaning,~~of ~~maintenance,~~passengers and/or ~~supply~~cargo ~~chain~~in ~~management~~commercial, special mission or private contexts

• ~~Airport~~End ~~services~~market: ~~includes~~We will focus on companies that service one or more of the following end markets: (a) commercial passenger ~~support~~airlines, (b) cargo ~~handling~~airlines, ~~and~~(c) ~~ground~~business ~~handling~~aviation operators, and (~~such~~d) asspecial ~~repositioning,~~mission ~~ramp~~operators. ~~services~~We will seek companies with an international presence, ~~etc~~but that primarily serve the US or Europe.)

• ~~Asset management~~Size: ~~includes~~We ~~aircraft~~will ~~and~~pursue ~~component~~targets ~~leasing~~with –an aenterprise ~~core~~value ~~competency~~between of$1.0 ~~our~~billion ~~Sponsor~~and $1.5 billion.

• ~~Technology~~Potential for add-on acquisitions: ~~includes~~We ~~development~~will actively consider target companies that would serve as a strong platform for post-closing add-on acquisitions. Given our extensive industry networks and ~~sale~~collective experience, we believe we will have access to a large number of ~~aviation~~private ~~software~~equity assets operating in the global aerospace, ~~such~~aviation, asand ~~programs~~aviation ~~related~~services tosectors. ~~maintenance~~Such add-on acquisitions can expedite growth for the target and ~~longevity~~help to amplify returns for our stockholders.

•This ~~Aircraft~~non-exclusive ~~operations:~~list ~~includes~~of ~~transport~~criteria is not intended to be exhaustive. Any evaluation relating to the merits of ~~passengers~~a particular initial business combination may be based, to the extent relevant, on these general criteria and~~/or~~ ~~cargo~~guidelines inas ~~commercial~~well as other considerations, ~~special~~factors, ~~mission~~criteria and guidelines our management may deem relevant. In the event we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination which would be in the form of tender offer documents or ~~private~~proxy ~~contexts~~solicitation materials we would file with the SEC.

•Initial ~~End~~Business ~~market:~~Combination We will focus on companies that service one or more of the following end markets: (a) commercial passenger airlines, (b) cargo airlines, (c) business aviation operators, and (d) special mission operators. We will seek companies with an international presence, but that primarily serve the US or Europe.

~~• Size:~~ We will ~~pursue~~have ~~targets~~until ~~with~~15 anmonths ~~enterprise~~from ~~value~~the ~~between~~closing $1of our initial public offering to consummate our initial business combination.0 ~~billion~~However, if we anticipate that we may not be able to consummate our initial business combination within 15 months, we may, by resolution of our board if requested by our Sponsor, extend the period of time to consummate a business combination by an additional nine months (for a total of up to 24 months to complete a business combination), subject to the Sponsor providing advance notice and ~~$1.5~~depositing ~~billion~~additional funds into the trust account. Pursuant to the terms of our second amended and restated memorandum and articles of association and the trust agreement between us and Continental Stock Transfer & Trust Company, in order to extend the time

•9 Potential for add-on acquisitions: We will actively consider target companies that would serve as a strong platform for post-closing add-on acquisitions. Given our extensive industry networks and collective experience, we believe we will have access to a large number of private equity assets operating in the global aerospace, aviation, and aviation services sectors. Such add-on acquisitions can expedite growth for the target and help to amplify returns for our stockholders.

non-exclusiveTable of Contents

~~Initial~~ available ~~Business~~for ~~Combination~~us to consummate our initial business combination by an additional three months, our Sponsor or its affiliates or designees must provide advance notice at least five days prior to the date which is 15 months from the closing of our initial public offering and must deposit into the trust account $2,300,000 ($0.10 per share in either case), on or prior to the date which is 15 months from the closing of our initial public offering. In the event that we receive notice from our Sponsor at least five days prior to the deadline of its wish for us to effect the extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds have been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will redeem 100% of 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 make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. In such event, the rights and warrants will be worthless.

WeThe ~~will~~Nasdaq ~~have~~listing ~~until~~rules 15require ~~months~~that ~~from~~we must consummate our initial business combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the ~~closing~~net assets held in the trust account (excluding the amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our ~~initial~~signing ~~public~~a ~~offering~~definitive toagreement ~~consummate~~in connection with our initial business combination. ~~However,~~Our ifboard weof ~~anticipate~~directors ~~that~~will wemake ~~may~~the ~~not~~determination beas ~~able~~ to ~~consummate~~the fair market value of our initial business combination. ~~within~~We 15refer ~~months,~~to wethis ~~may,~~as bythe ~~resolution~~“80% of net assets test.” If our board ifof ~~requested~~directors byis ~~our~~not ~~Sponsor,~~able ~~extend~~to independently determine the ~~period~~fair ofmarket ~~time~~value toof ~~consummate~~our ainitial business combination, bywe will obtain an ~~additional~~opinion ~~three~~from ~~months~~an ~~(for~~independent investment banking firm which is a ~~total~~member of upthe Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm with respect to 18the ~~months~~satisfaction of such criteria. While we consider it unlikely that our board of directors will be unable to ~~complete~~make an independent determination of the fair market value of a target business ~~combination)~~or target businesses, ~~subject~~it may be unable to do so if the ~~Sponsor~~board ~~providing~~of ~~advance~~directors ~~notice~~is ~~and~~less ~~depositing~~familiar ~~additional~~or ~~funds~~experienced ~~into~~with the ~~trust~~target ~~account.~~company’s ~~Pursuant~~business or there is a significant amount of uncertainty as to the ~~terms~~value of ~~our~~the ~~second~~company’s ~~amended~~assets ~~and~~or ~~restated~~prospects. ~~memorandum~~We ~~and~~do ~~articles~~not ofcurrently ~~association~~intend ~~and~~to ~~the~~purchase ~~trust~~multiple ~~agreement~~businesses ~~between~~in usunrelated ~~and~~industries ~~Continental~~in ~~Stock~~conjunction ~~Transfer &~~with ~~Trust~~our ~~Company~~initial business combination, inalthough ~~order~~there tois ~~extend~~no assurance that will be the ~~time~~case.

9We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post- transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for the post- transaction company not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new 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 outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together

~~Table~~10 ~~of Contents~~

per-shareTable of Contents

~~The~~ as ~~Nasdaq~~the ~~listing rules require that we must consummate our~~ initial business combination ~~with~~for ~~one~~seeking orshareholder ~~more~~approval ~~operating businesses~~ or ~~assets~~for ~~with~~purposes ~~a fair market value equal to at least 80%~~ of the net assets held in the trust account (excluding the amount of any deferred underwriting commissions held in trust and taxes payable on the interest earned on the trust account) at the time of our signing a ~~definitive~~tender ~~agreement~~offer, ~~in connection with our initial business combination. Our board of directors will make the determination~~ as ~~to the fair market value of our initial business combination~~applicable. WeNotwithstanding ~~refer to this as~~ the ~~“80%~~foregoing, ofif ~~net~~we ~~assets~~are ~~test.” If our board of directors is~~ not ~~able~~then tolisted ~~independently~~on ~~determine~~Nasdaq ~~the~~for ~~fair~~whatever ~~market value of our initial business combination~~reason, we ~~will~~would ~~obtain~~no anlonger opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will be ~~unable~~required to ~~make~~meet ~~an independent determination of~~ the ~~fair~~foregoing ~~market~~80% ~~value~~ of anet target business or target businesses, it may be unable to do so if the board of directors is less familiar or experienced with the target company’s business or there is a significant amount of uncertainty as to the value of the company’s assets ~~or prospects~~test. ~~We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case.~~

WeThe ~~anticipate~~net ~~structuring~~proceeds of our initial ~~business~~public ~~combination~~offering soand ~~that~~ the ~~post-transaction~~sale ~~company~~of inthe ~~which~~private ~~our~~placement ~~public~~warrants ~~shareholders~~released ~~own~~to ~~shares~~us ~~will~~from ~~own~~the ortrust ~~acquire~~account ~~100%~~upon the closing of ~~the~~our ~~outstanding~~initial ~~equity~~business ~~interests~~combination ormay ~~assets~~be ofused as consideration to pay the ~~target~~sellers ~~business~~of ora ~~businesses.~~target Webusiness ~~may,~~with ~~however,~~which ~~structure~~we complete our initial business combination ~~such~~and ~~that~~to pay the ~~post-transaction~~deferred ~~company~~underwriting ~~owns~~commissions. orIf ~~acquires~~our ~~less~~initial ~~than~~business ~~100%~~combination ofis ~~such~~paid ~~interests~~for orusing ~~assets~~equity ofor ~~the~~debt ~~target~~securities, ~~business~~or innot ~~order~~all toof ~~meet~~the ~~certain~~funds ~~objectives~~released offrom the ~~target~~trust ~~management~~account ~~team~~are orused ~~shareholders or~~ for ~~other~~payment ~~reasons.~~of ~~However,~~the weconsideration ~~will~~in ~~only~~connection ~~complete~~with ~~such~~our initial business combination ifor ~~the~~used ~~post-transaction~~for ~~company~~redemption ~~owns~~of orour ~~acquires~~public ~~50%~~shares, orwe ~~more~~may ofuse the ~~outstanding~~balance ~~voting securities~~ of the ~~target~~cash orreleased ~~otherwise~~to ~~acquires~~us anfrom ~~interest~~the intrust ~~the~~account ~~target~~following ~~sufficient~~the closing for ~~the~~general ~~post-transaction~~corporate ~~company~~purposes, ~~not~~including tofor bemaintenance ~~required~~or toexpansion ~~register~~of asoperations anof ~~investment~~the ~~company~~post-transaction ~~under~~businesses, the ~~Investment~~payment ~~Company~~of ~~Act.~~principal ~~Even~~or ifinterest ~~the~~due ~~post-transaction~~on ~~company~~indebtedness ~~owns~~incurred orin ~~acquires~~completing ~~50%~~our orinitial ~~more~~business ofcombination, ~~the~~to ~~voting~~fund ~~securities~~the purchase of ~~the~~other ~~target~~companies, ~~our~~or ~~shareholders~~for ~~prior~~working tocapital. ~~the~~In ~~business~~addition, ~~combination~~we may ~~collectively~~be ~~own~~required ato ~~minority~~obtain ~~interest~~additional financing in connection with the ~~post-transaction~~closing ~~company,~~of ~~depending~~our oninitial ~~valuations~~business ~~ascribed~~combination to be used following the ~~target~~closing ~~and~~for usgeneral incorporate ~~the~~purposes ~~business~~as ~~combination~~described ~~transaction~~above. ~~For~~There ~~example,~~is weno ~~could~~limitation ~~pursue~~on aour ~~transaction~~ability into ~~which~~raise wefunds ~~issue~~through athe ~~substantial~~issuance ~~number~~ of ~~new~~equity ~~shares~~or inequity-linked ~~exchange~~securities ~~for~~or ~~all~~through ofloans, ~~the~~advances ~~outstanding~~or ~~capital~~other ~~stock~~indebtedness ofin aconnection ~~target.~~with Inour ~~this~~initial ~~case~~business combination, weincluding ~~would~~pursuant ~~acquire~~to aforward ~~100%~~purchase ~~controlling~~agreements ~~interest~~or inbackstop ~~the~~agreements ~~target.~~we ~~However,~~may asenter ainto ~~result~~following consummation of ~~the~~our ~~issuance~~initial ofpublic aoffering. ~~substantial~~Subject ~~number~~to ofcompliance ~~new~~with ~~shares~~applicable securities laws, ~~our~~we ~~shareholders~~would ~~immediately~~only ~~prior~~complete tosuch financing simultaneously with the completion of our initial business combination. ~~could~~At ~~own~~this ~~less~~time, ~~than~~we are not a ~~majority~~party ofto ~~our~~any ~~outstanding~~arrangement ~~shares~~or ~~subsequent~~understanding towith ~~our~~any ~~initial~~third ~~business~~party ~~combination.~~with Ifrespect ~~less~~to ~~than~~raising ~~100%~~any ofadditional funds through the ~~outstanding~~sale ~~equity~~of ~~interests~~securities or ~~assets~~otherwise. None of aour ~~target~~sponsors, ~~business~~officers, directors or ~~businesses~~shareholders ~~are~~is ~~owned~~required orto ~~acquired~~provide byany ~~the~~financing ~~post-transaction~~to ~~company,~~us ~~the~~in ~~portion~~connection ofwith ~~such~~or after our initial business orcombination. ~~businesses~~We ~~that~~may isissue ~~owned~~a orsubstantial ~~acquired~~number isof ~~what~~additional ~~will~~ordinary beshares ~~taken~~or ~~into~~preferred ~~account~~shares ~~for~~to ~~purposes~~complete ofour ~~Nasdaq’s~~initial ~~80%~~business ofcombination ~~net~~or ~~assets~~under ~~test.~~an Ifemployee ~~the~~incentive plan after completion of our initial business combination. ~~involves~~We ~~more~~may ~~than~~also ~~one~~issue ~~target~~Class A ~~business,~~ordinary ~~the~~shares ~~80%~~upon conversion of ~~net~~the ~~assets~~Class B ~~test~~ordinary ~~will~~shares beat ~~based~~a onratio greater than one-to-one at the ~~aggregate~~time ~~value~~of completion of ~~all~~our initial business combination as a result of the ~~target~~anti- ~~businesses~~dilution ~~and~~provisions wecontained ~~will~~in ~~treat~~our ~~the~~second ~~target~~amended ~~businesses~~and ~~together~~restated memorandum and articles of association.

10However, our second amended and restated memorandum and articles of association provide, among other things that, following our initial public offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our second amended and restated memorandum and articles of association, like all provisions of our second amended and restated memorandum and articles of association, may be amended with a shareholder vote.

~~Table~~Our ofAcquisition ~~Contents~~Process

asIn ~~the~~evaluating ~~initial~~prospective business ~~combination~~combinations, ~~for~~we ~~seeking~~expect ~~shareholder~~to ~~approval~~conduct ora ~~for~~disciplined ~~purposes~~due diligence review of issues that we deem important to validating a ~~tender~~company’s ~~offer~~business quality and assessing growth and value creation opportunities, asallowing ~~applicable~~our management team to price returns relative to potential risks appropriately. ~~Notwithstanding~~This review may encompass, among other things, research related to the ~~foregoing~~company’s industry, ifmarkets, weproducts, ~~are~~services ~~not~~and ~~then~~competitors, ~~listed~~meetings with incumbent management and employees, on-site ~~Nasdaq~~visits ~~for~~and ~~whatever~~a ~~reason~~review of financial, weoperational, ~~would~~legal noand ~~longer~~other information which will be ~~required~~made available to ~~meet~~us. ~~the~~If ~~foregoing~~we ~~80%~~determine to move forward with a particular target, we will proceed to structure and negotiate the terms of ~~net~~the ~~assets~~business ~~test~~combination transaction.

~~than one-~~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~~-one at~~ 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, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.

~~Our~~11 ~~Acquisition Process~~

employees, on-site visitsTable of Contents

WeEach ~~are~~of ~~not~~our ~~prohibited~~officers ~~from~~and ~~pursuing~~directors anpresently ~~initial~~have, and any of them in the future may have additional, fiduciary or contractual obligations to entities pursuant to which such officer or director is or will be required to present a business combination ~~with~~opportunity. Accordingly, if any of our officers or directors becomes aware of a ~~company~~business ~~that~~combination opportunity which is ~~affiliated~~suitable ~~with~~for ~~our~~an ~~Sponsor~~entity to which he or she has then-current fiduciary or contractual obligations, ~~officers~~he or ~~directors~~she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. InWe do not believe, however, that the ~~event~~fiduciary weor ~~seek~~contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination. ~~with~~Our aamended ~~company~~and ~~that~~restated iscertificate ~~affiliated~~of ~~with~~incorporation provides that we renounce our ~~Sponsor,~~interest ~~officers~~in any corporate opportunity offered to any director or ~~directors,~~officer ~~we,~~unless such opportunity is expressly offered to such person solely in his or her capacity as a ~~committee~~director or officer of ~~independent~~our ~~directors,~~company ~~will~~and ~~obtain~~such anopportunity ~~opinion~~is ~~from~~one anwe ~~independent~~are ~~investment~~legally ~~banking~~and ~~firm~~contractually ~~that~~permitted isto aundertake ~~member~~and would otherwise be reasonable for us to pursue. Our second amended and restated memorandum and articles of ~~the~~association ~~Financial~~provides ~~Industry~~that ~~Regulatory~~we ~~Authority,~~renounce any interest in any corporate opportunity offered to any director or ~~FINRA,~~officer unless such opportunity is expressly offered to such person solely in his or ~~from~~her ancapacity ~~independent~~as ~~accounting~~a ~~firm,~~director ~~that~~or officer of our ~~initial~~company ~~business~~and ~~combination~~such opportunity is ~~fair~~one we are legally and contractually permitted to ~~our~~undertake ~~company~~and ~~from~~would aotherwise ~~financial~~be ~~point~~reasonable offor ~~view~~us to pursue.

11Our founders and our 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. As a result, our Sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. 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 believe that any potential conflicts would materially affect our ability to complete our initial business combination because our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue.

~~Table~~Redemption ofRights ~~Contents~~for Public Shareholders in Connection With Our Initial Business Combination

~~Each~~We ofwill provide our ~~officers~~public ~~and~~stockholders ~~directors~~with ~~presently~~the ~~have,~~opportunity ~~and~~to ~~any~~redeem ofall ~~them~~or ina ~~the~~portion ~~future~~of ~~may~~their ~~have~~public ~~additional,~~shares ~~fiduciary~~upon orthe ~~contractual~~completion ~~obligations~~of toour ~~entities~~initial ~~pursuant~~business tocombination ~~which~~at ~~such~~a ~~officer~~per-share orprice, ~~director~~payable isin orcash, ~~will~~equal ~~be required~~ to ~~present~~the aaggregate ~~business~~amount ~~combination~~then ~~opportunity.~~on ~~Accordingly,~~deposit ifin ~~any~~the oftrust ~~our~~account ~~officers~~calculated oras ~~directors becomes aware~~ of atwo business ~~combination~~days ~~opportunity~~prior ~~which is suitable for an entity~~ to ~~which~~the heconsummation orof ~~she~~our ~~has~~initial ~~then-current~~business ~~fiduciary~~combination, orincluding ~~contractual~~interest ~~obligations,~~earned heon orthe ~~she~~funds ~~will~~held ~~honor~~in ~~his~~the ortrust ~~her~~account ~~fiduciary~~and ornot ~~contractual~~previously ~~obligations~~released to ~~present~~us ~~such opportunity~~ to ~~such~~pay ~~entity.~~our ~~We do not believe~~taxes, ~~however,~~divided ~~that~~by the ~~fiduciary~~number orof ~~contractual~~then ~~obligations~~outstanding ofpublic ~~our~~shares, ~~officers~~subject orto ~~directors~~the ~~will~~limitations ~~materially~~and ~~affect~~on ~~our~~the ~~ability~~conditions todescribed ~~identify~~herein. ~~and~~The ~~pursue~~amount ~~business~~in ~~combination~~the ~~opportunities~~trust oraccount ~~complete~~is ~~our~~initially ~~initial~~anticipated ~~business~~to ~~combination~~be $10.25 ~~Our~~per ~~amended~~public ~~and~~share. ~~restated~~The ~~certificate~~per ofshare ~~incorporation~~amount ~~provides~~we ~~that~~will wedistribute ~~renounce~~to ~~our~~investors ~~interest~~who inproperly ~~any~~redeem ~~corporate~~their ~~opportunity~~shares ~~offered~~will tonot ~~any~~be ~~director~~reduced orby ~~officer~~the ~~unless~~deferred ~~such~~underwriting ~~opportunity~~commissions iswe ~~expressly~~will ~~offered~~pay to ~~such~~the ~~person~~underwriters. ~~solely~~There inwill ~~his~~be orno ~~her~~redemption ~~capacity~~rights asupon athe ~~director~~completion ~~or officer~~ of our ~~company~~initial ~~and~~business ~~such~~combination ~~opportunity~~with isrespect ~~one we are legally and contractually permitted~~ to ~~undertake~~our ~~and would otherwise be reasonable for us to pursue~~warrants. Our ~~second~~Sponsor, ~~amended~~officers and ~~restated~~directors ~~memorandum~~have ~~and~~entered ~~articles~~into ofa ~~association~~letter ~~provides~~agreement ~~that~~with weus, ~~renounce~~pursuant ~~any~~to ~~interest~~which inthey ~~any~~have ~~corporate~~agreed ~~opportunity offered~~ to ~~any~~waive ~~director~~their orredemption ~~officer~~rights ~~unless~~with ~~such~~respect ~~opportunity~~to isany ~~expressly~~founder ~~offered~~shares toheld ~~such~~by ~~person~~them ~~solely~~and inany ~~his~~public orshares ~~her~~they ~~capacity~~may asacquire aduring ~~director~~ or ~~officer~~after of our ~~company~~initial ~~and~~public ~~such~~offering ~~opportunity~~in isconnection ~~one~~with wethe ~~are~~completion ~~legally~~of ~~and~~our ~~contractually~~initial ~~permitted~~business ~~to undertake and would otherwise be reasonable for us to pursue~~combination.

~~a case-by-case basis.~~Limitations on Redemptions

~~Redemption~~Our ~~Rights~~second ~~for~~amended ~~Public~~and ~~Shareholders~~restated memorandum and articles of association provide that in ~~Connection~~no ~~With~~event ~~Our~~will ~~Initial~~we ~~Business~~redeem ~~Combination~~our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). However, the proposed 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

~~per-share~~12

LimitationsTable onof Redemptions Contents

~~Our~~ with ~~second~~the ~~amended~~terms ~~and~~of ~~restated~~the ~~memorandum~~proposed ~~and~~business ~~articles~~combination. ofIn ~~association~~the ~~provide~~event ~~that~~the inaggregate nocash ~~event~~consideration ~~will~~ we ~~redeem~~would ~~our~~be ~~public~~required ~~shares~~to inpay anfor ~~amount~~all ~~that~~Class A ~~would~~ordinary ~~cause~~shares ~~our~~that ~~net~~are ~~tangible~~validly ~~assets~~submitted tofor beredemption ~~less~~plus ~~than~~any ~~$5,000,001~~amount ~~(so~~required ~~that~~to wesatisfy ~~are~~cash ~~not~~conditions ~~subject~~pursuant to the ~~SEC’s~~terms ~~“penny~~of ~~stock” rules). However,~~ the proposed business combination ~~may~~exceed ~~require~~the ~~(i) cash~~aggregate ~~consideration~~amount toof becash ~~paid~~available to ~~the target or its owners~~us, ~~(ii) cash~~we towill benot ~~transferred~~complete to the ~~target~~business ~~for~~combination ~~working capital~~ or ~~other~~redeem ~~general~~any ~~corporate~~shares, ~~purposes~~and orall ~~(iii)~~Class ~~the~~A ~~retention~~ordinary ofshares ~~cash~~submitted tofor ~~satisfy~~redemption ~~other~~will ~~conditions~~be inreturned ~~accordance~~to the holders thereof.

12Manner of Conducting Redemptions

~~Table~~We will provide our public shareholders with the opportunity to redeem all or a portion of ~~Contents~~their Class A ordinary shares either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed 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. Asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our second amended and restated memorandum and articles of association would require shareholder approval. If we structure a business combination transaction with a target business in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed business combination. 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 and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with the Nasdaq rules.

~~with~~If ~~the terms of the proposed business combination. In the event the aggregate cash consideration~~ we ~~would~~hold bea ~~required~~shareholder tovote ~~pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required~~ to ~~satisfy~~approve ~~cash~~our ~~conditions~~initial ~~pursuant to the terms of the proposed~~ business combination ~~exceed the aggregate amount of cash available to us~~, we will: ~~not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.~~

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

We• ~~will~~file ~~provide~~proxy ~~our~~materials ~~public shareholders~~ with the opportunity to redeem all or a portion of their Class A ordinary shares either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed 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. Asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our second amended and restated memorandum and articles of association would require shareholder approval. If we structure a business combination transaction with a target business in a manner that requires shareholder approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed business combination. 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 and we choose to conduct redemptions pursuant to the tender offer rules of the SEC ~~for business or other legal reasons~~. ~~So long as we obtain and maintain a listing for our securities on the Nasdaq, we will be required to comply with the Nasdaq rules.~~

IfIn wethe ~~hold~~event athat ~~shareholder~~we ~~vote~~seek toshareholder ~~approve~~approval of our initial business combination, we will: distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above.

•If ~~conduct~~we seek shareholder approval, we will complete our initial business combination only if a majority of the ~~redemptions~~outstanding ordinary shares voted are voted in ~~conjunction~~favor ~~with~~of athe business combination. A quorum for such meeting will consist of the holders present in person or by proxy ~~solicitation~~of ~~pursuant~~our outstanding ordinary shares representing a majority of the voting power of all of our outstanding ordinary shares entitled to ~~Regulation~~vote ~~14A~~at such meeting. Our initial shareholders will count toward this quorum and have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor of our initial business combination. For purposes of seeking approval of the ~~Exchange~~majority ~~Act~~of our outstanding ordinary shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares, we would need 1,966,305, or 20.3%, of the 9,682,608 public shares outstanding to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the over-allotment option is not exercised). We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which ~~regulates~~a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the ~~solicitation~~voting agreements of ~~proxies~~our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether it votes for or against the proposed transaction. In addition, our Sponsor, officers and ~~not~~directors have entered into a letter agreement with us, pursuant to ~~the~~which ~~tender~~they ~~offer~~have ~~rules;~~agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with our initial business combination.

•13 ~~file proxy materials with the SEC.~~

InTable the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above. Contents

~~voted~~If we conduct redemptions pursuant to the tender offer rules of the SEC, ~~non-votes~~ we will:

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

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

~~redemption~~Although ~~rights~~we ~~with~~are ~~respect~~not required to ~~any~~do ~~founder~~so, ~~shares~~we ~~and~~currently ~~any~~intend ~~public~~to ~~shares~~comply ~~held~~with bythe ~~them~~substantive and procedural requirements of Regulation 14A in connection with any shareholder vote even if we are not able to maintain our ~~initial~~Nasdaq ~~business~~listing ~~combination~~or Exchange Act registration.

IfUpon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, ofwe or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the ~~SEC~~open market, wein ~~will:~~order to comply with Rule 14e-5 under the Exchange Act.

•In ~~conduct~~ the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule ~~13e~~14e-41(a) under the Exchange Act, and ~~Regulation~~we ~~14E~~will not be permitted to complete our initial business combination until the expiration of the ~~Exchange~~tender ~~Act~~offer period. In addition, ~~which~~the ~~regulate~~tender ~~issuer~~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 ~~offers;~~more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

•Limitation ~~file~~on ~~tender~~Redemption ~~offer~~Rights ~~documents~~Upon ~~with~~Completion the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of ~~the~~Our ~~Exchange~~Initial ~~Act,~~Business ~~which~~Combination ~~regulates~~If ~~the~~We ~~solicitation~~Seek ofStockholder ~~proxies.~~Approval

~~Although~~If we ~~are~~seek ~~not~~shareholder ~~required~~approval toof doour ~~so,~~initial business combination and we ~~currently~~do ~~intend~~not toconduct ~~comply~~redemptions in connection with our business combination pursuant to the ~~substantive~~tender offer rules, our second amended and ~~procedural~~restated ~~requirements~~memorandum and articles of ~~Regulation~~association ~~14A~~provides inthat ~~connection~~a public shareholder, together with any affiliate of such shareholder ~~vote~~or ~~even~~any ifother 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 seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as the “Excess Shares.” We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not ~~able~~purchased by us, our Sponsor or our management at a premium to ~~maintain~~the then-current market price or on other undesirable terms. By limiting our ~~Nasdaq~~shareholders’ ~~listing~~ability to redeem no more than 15% of the shares sold in our 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 business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or ~~Exchange~~a ~~Act~~certain ~~registration~~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 business combination.

~~10b5-1~~14

14e-5Table of Contents

~~14e-1(a)~~Redemption of Public Shares and Liquidation If No Initial Business Combination

~~Limitation~~Our onsecond ~~Redemption~~amended ~~Rights~~and ~~Upon~~restated ~~Completion~~memorandum and articles of ~~Our~~association ~~Initial~~provide ~~Business~~that ~~Combination~~we only have the completion window to complete our initial business combination. If Wewe ~~Seek~~are ~~Stockholder~~unable ~~Approval~~to complete our initial business combination within the completion window, 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (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 stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the completion window.

IfOur weSponsor, ~~seek~~officers ~~shareholder approval of our initial business combination~~ and wedirectors dohave ~~not~~entered ~~conduct~~into ~~redemptions~~a inletter ~~connection~~agreement with ~~our~~us, ~~business combination~~ pursuant to ~~the~~which ~~tender~~they ~~offer~~have ~~rules,~~waived ~~our~~their ~~second~~rights ~~amended~~to ~~and~~liquidating ~~restated~~distributions ~~memorandum~~from and articles of association 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~~trust ~~Act),~~account ~~will be restricted from seeking redemption rights~~ with respect to ~~more~~any ~~than~~founder ~~an aggregate of 15% of the~~ shares ~~sold~~held inby ~~our~~them ~~initial~~if ~~public offering, which~~ we ~~refer~~fail to ascomplete ~~the~~our ~~“Excess~~initial Shares.” We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination aswithin ~~a means to force us or our management to purchase their shares at a significant premium to~~ the ~~then-current~~completion ~~market price or on other undesirable terms~~window. ~~Absent this provision~~However, ~~a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights~~ if ~~such holder’s shares are not purchased by us,~~ our Sponsor, officers or ~~our~~directors ~~management~~acquire atpublic ashares ~~premium~~in ~~to the then-current market price~~ or onafter ~~other undesirable terms. By limiting~~ our ~~shareholders’ ability to redeem no more than 15% of the shares sold in our~~ initial public offering, ~~without~~they ~~our~~will ~~prior~~be ~~consent,~~entitled weto ~~believe~~liquidating wedistributions ~~will~~from ~~limit~~ the ~~ability~~trust ofaccount awith ~~small~~respect ~~group of shareholders~~ to ~~unreasonably~~such ~~attempt~~public toshares ~~block~~if ~~our~~we ~~ability~~fail to complete our ~~business~~initial ~~combination, particularly in connection with a~~ business combination ~~with~~within athe ~~target~~completion ~~that requires as a closing condition that we have a minimum net worth or a certain amount of cash~~window. ~~However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination.~~

14Our Sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to make permitted withdrawals, divided by the number of 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. 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. Pursuant to our amended and restated memorandum and articles of association, such an amendment would need to be approved by the affirmative vote of the holders of at least 65% of all then outstanding ordinary shares.

~~Table~~We expect that all costs and expenses associated with implementing our plan of ~~Contents~~dissolution, as well as payments to any creditors, will be funded from amounts remaining as part of the estimated $1.0 million of cash held outside of the trust account, although we cannot assure you that there will be sufficient funds for such purpose.

~~Redemption~~However, ofif ~~Public~~those ~~Shares~~funds are not sufficient to cover the costs and ~~Liquidation~~expenses Ifassociated Nowith ~~Initial~~implementing ~~Business~~our ~~Combination~~plan of dissolution, to the extent that there is any interest accrued in the trust account not used to make permitted withdrawals, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account and any tax payments or expenses for the dissolution of the trust, and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption amount received by shareholders

~~Our~~15 Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window. However, if our Sponsor, officers or directors acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window.

or pre-initial businessTable of Contents

a upon our dissolution would be $10.25. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share ~~price~~ redemption amount received by shareholders will not be substantially less than $10.25. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

WeAlthough ~~expect~~we ~~that~~will seek to have all ~~costs~~vendors (other than our independent registered public accounting firm), service providers, prospective target businesses and ~~expenses~~other ~~associated~~entities with ~~implementing~~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 ~~plan~~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 ~~dissolution~~fiduciary responsibility or other similar claims, as well as ~~payments~~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 ~~creditors~~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 ~~funded~~significantly ~~from~~more ~~amounts~~beneficial ~~remaining~~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 ~~part~~a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the ~~estimated~~trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.25 per share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as Exhibit 10.1 to the registration statement on Form S-l (File No.0 ~~million~~333-260305), filed with the SEC on October 18, 2021 and declared effective on November 3, 2021 (the “Registration Statement”), 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 (other than our independent public accountants) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of ~~cash~~intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below (i) $10.25 per public share or (ii) such lesser amount per public share held ~~outside~~in the trust account as of the date of the liquidation of the trust account, ~~although~~due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations, and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that ~~there~~our ~~will~~Sponsor would be ~~sufficient~~able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.25 per public share. In such ~~purpose~~event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~However,~~In ifthe ~~those~~event ~~funds~~that ~~are~~the ~~not~~proceeds ~~sufficient~~in ~~to cover~~ the ~~costs~~trust ~~and~~account ~~expenses~~are ~~associated~~reduced ~~with~~below ~~implementing~~(i) ~~our~~$10.25 ~~plan~~per ofpublic ~~dissolution,~~share toor ~~the~~(ii) such ~~extent~~lesser ~~that~~amount ~~there~~per ispublic ~~any~~share ~~interest~~held ~~accrued~~ in the trust account ~~not~~as ~~used~~of tothe ~~make~~date ~~permitted~~of ~~withdrawals, we may request~~ the ~~trustee~~liquidation ~~to release to us an additional amount~~ of upthe totrust ~~$100~~account,~~000~~ ofdue ~~such accrued interest~~ to ~~pay those costs and expenses.~~

~~the per-share redemption~~16

15Table of Contents

~~Table~~ reductions in value of ~~Contents~~the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, 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 if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our Sponsor to reserve for such indemnification obligations and we cannot assure you that our Sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.25 per public share.

~~actual per-share redemption~~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 (other than our independent registered public accounting firm), 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. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,124,500 from the proceeds of our initial public offering 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. In the event that our offering expenses and other operating expenses exceed our estimate of $1,775,500, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses and other operating expenses are less than our estimate of $1,775,500, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.25 per- share ~~redemption~~ to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

SOur 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 are unable to complete our initial business combination within the completion window, subject to applicable law, (ii) in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-linitial business combination activity (iii) if they redeem their respective shares for cash in connection with our 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

~~No. 333-260305),~~17

InTable the event that the proceeds in the trust account are reduced below (i) $10.25 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to Contents

16 with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

~~Table~~Competition ~~of Contents~~

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

WeEmployees 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 (other than our independent registered public accounting firm), 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. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,124,500 from the proceeds of our initial public offering 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. In the event that our offering expenses and other operating expenses exceed our estimate of $1,775,500, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses and other operating expenses are less than our estimate of $1,775,500, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.

IfWe wecurrently ~~file~~have athree ~~bankruptcy~~executive ~~petition~~officers: orMr. Edward J. anWegel ~~involuntary~~(Chairman ~~bankruptcy~~of ~~petition~~the isBoard ~~filed~~and ~~against~~Chief usExecutive ~~that is not dismissed~~Officer), ~~the~~Mr. Ryan ~~proceeds~~Goepel ~~held~~(Chief inFinancial ~~the~~Officer) ~~trust~~and ~~account~~Mr. Jeremy ~~could~~Falk be(Chief ~~subject~~Operating toOfficer). ~~applicable~~These ~~bankruptcy~~individuals ~~law,~~are ~~and~~not ~~may~~obligated beto ~~included~~devote inany ~~our~~specific ~~bankruptcy~~number ~~estate~~of ~~and~~hours ~~subject~~ to ~~the claims of third parties with priority over the claims of~~ our ~~shareholders.~~matters, Tobut ~~the~~they ~~extent~~have ~~any~~devoted ~~bankruptcy~~and ~~claims~~will ~~deplete~~continue ~~the~~to ~~trust~~devote ~~account,~~as wemuch ~~cannot~~of ~~assure~~their ~~you~~time weas ~~will~~they bedeem ~~able~~necessary to ~~return $10.25 per share to~~ our ~~public~~affairs ~~shareholders.~~until ~~Additionally, if~~ we ~~file~~have acompleted ~~bankruptcy~~our ~~petition~~initial orbusiness ancombination. ~~involuntary~~The ~~bankruptcy~~amount ~~petition~~of istime ~~filed~~they ~~against~~will usdevote ~~that~~in ~~is not dismissed,~~ any ~~distributions~~time ~~received~~period bywill ~~shareholders~~vary ~~could~~based beon ~~viewed~~whether ~~under applicable debtor/creditor and/or bankruptcy laws as either~~ a ~~“preferential~~target ~~transfer”~~business orhas abeen ~~“fraudulent~~selected ~~conveyance.”~~for Asour ainitial ~~result,~~business acombination ~~bankruptcy~~and ~~court~~the ~~could~~stage ~~seek~~of tothe ~~recover~~business ~~some~~combination orprocess ~~all~~we ~~amounts~~are ~~received by our shareholders~~in. ~~Furthermore,~~We ~~our~~do ~~board~~not ofintend ~~directors may be viewed as having breached its fiduciary duty~~ to ~~our creditors and/or may~~ have ~~acted~~any infull-time ~~bad~~employees ~~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~~completion of ~~creditors.~~our Weinitial ~~cannot~~business ~~assure you that claims will not be brought against us for these reasons~~combination.

~~or pre-initial business~~Corporate Information

17We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or 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 of 2002, or 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 stockholder 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.

~~Table~~In addition, Section 107 of ~~Contents~~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.

~~with~~We ~~our~~will ~~initial~~remain ~~business~~an ~~combination,~~emerging agrowth ~~shareholder’s~~company ~~voting~~until inthe ~~connection~~earlier ~~with~~of: (1) the ~~business~~last ~~combination~~day ~~alone~~of ~~will~~the ~~not~~fiscal ~~result~~year in (a ~~shareholder’s redeeming its shares to us for an applicable pro~~) ~~rata~~following ~~share of~~ the ~~trust~~fifth ~~account.~~anniversary ~~Such shareholder must have also exercised its redemption rights described above. These provisions~~ of ~~our~~the ~~amended~~completion ~~and restated memorandum and articles~~ of ~~association, like all provisions of~~ our ~~amended~~initial ~~and~~public ~~restated memorandum and articles of association~~offering, ~~may~~(b) in bewhich ~~amended~~we ~~with~~have atotal ~~shareholder~~annual ~~vote.~~gross

~~Competition~~18

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

~~Employees~~ revenue of at least $1.07 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 that 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.

WeAdditionally, ~~currently~~we ~~have~~are ~~four~~a ~~executive~~“smaller ~~officers:~~reporting ~~Mr. Edward J.~~company” ~~Wegel~~as defined in Item 10(~~Chairman~~f)(1) of ~~the~~Regulation ~~Board~~S-K. ~~and~~Smaller ~~Chief~~reporting ~~Executive~~companies ~~Officer),~~may ~~Mr. Ryan~~take ~~Goepel~~advantage ~~(Chief~~of ~~Financial~~certain ~~Officer)~~reduced disclosure obligations, ~~Mr. Jeremy~~including, ~~Falk~~among ~~(Chief~~other ~~Operating~~things, ~~Officer)~~providing ~~and~~only ~~Mr. Jeff~~two ~~Zeunik~~years ~~(Chief~~of ~~Commercial~~audited ~~Officer)~~financial statements. ~~These~~We ~~individuals~~will ~~are~~remain ~~not~~a ~~obligated~~smaller toreporting ~~devote~~company ~~any~~until ~~specific~~the ~~number~~last day of ~~hours~~the tofiscal ~~our~~year ~~matters,~~in ~~but~~which ~~they~~(1) the ~~have~~market ~~devoted~~value ~~and~~of ~~will~~our ~~continue~~ordinary toshares ~~devote~~held asby ~~much~~non-affiliates ofequaled ~~their~~or ~~time~~exceeded $250 million as ~~they~~of ~~deem~~the ~~necessary~~end toof ~~our~~that ~~affairs~~fiscal ~~until~~year’s wesecond ~~have~~fiscal ~~completed~~quarter, or (2) our ~~initial~~annual ~~business~~revenues ~~combination.~~equaled ~~The~~or ~~amount~~exceeded of$100 million ~~time~~during ~~they~~such ~~will~~completed ~~devote~~fiscal inyear ~~any~~and ~~time~~the ~~period~~market ~~will~~value ~~vary~~of ~~based~~our onordinary ~~whether~~shares aheld ~~target~~by ~~business~~non-affiliates ~~has~~equaled ~~been~~or ~~selected~~exceeded ~~for~~$700 million ~~our~~as ~~initial~~of ~~business combination and~~ the ~~stage~~end of ~~the~~that ~~business~~fiscal ~~combination~~year’s ~~process~~second wefiscal ~~are in~~quarter. WeTo dothe ~~not~~extent ~~intend~~we totake ~~have~~advantage ~~any~~of ~~full-time~~such ~~employees~~reduced ~~prior~~disclosure toobligations, ~~the~~it ~~completion~~may also make comparison of our ~~initial~~financial ~~business~~statements ~~combination~~with other public companies difficult or impossible.

~~Corporate~~Our ~~Information~~executive offices are located at 2333 Ponce de Leon Blvd., Suite 630, Coral Gables, FL 33134 and our phone number is 786-662-3114. Our corporate website address is https://www.talon1acquisitioncorp.com/. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You should not rely on any such information in making your decision whether to invest in our securities.

~~non-binding~~Legal Proceedings

InThere ~~addition,~~is ~~Section 107~~no ofmaterial ~~the~~litigation, ~~JOBS~~arbitration ~~Act~~or ~~also~~governmental ~~provides~~proceeding ~~that~~currently anpending ~~“emerging~~against ~~growth~~us ~~company”~~or ~~can~~any ~~take~~members ~~advantage~~ of ~~the~~our ~~extended~~management ~~transition~~team ~~period provided~~ in ~~Section 7(a)(2)(B)~~their ofcapacity ~~the~~as ~~Securities Act for complying with new or revised accounting standards~~such. 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.

We19 will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross

18Table of Contents

~~Table~~Item of1A. ~~Contents~~Risk Factors

~~non-affiliates~~An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our securities. 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 you could lose all or part of your investment.

~~non-convertible~~Risks Relating to the Consummation of, or Inability to Consummate, an Initial Business Combination

~~S-K~~Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a shareholder vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support that combination.

~~non-affiliates~~We may choose not to hold a shareholder vote to approve our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirements. Except as required by applicable law or stock exchange requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our outstanding public shares do not approve of the business combination we complete.

~~non-affiliates~~If we seek shareholder approval of our initial business combination, our Sponsor, officers, initial shareholders, directors and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

~~786-662-3114~~Our initial shareholders, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 1,966,305, or 20.3%, of the 9,682,608 public shares outstanding to be voted in favor of a transaction (assuming all issued and outstanding shares are voted) in order to have such initial business combination approved. We expect that our initial shareholders and their permitted transferees will own at least 20% of our outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if our initial shareholders and their permitted transferees agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders.

~~https://www~~Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash unless we seek shareholder approval of such business combination.~~talon1acquisitioncorp.com/~~

~~Legal~~At ~~Proceedings~~the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, if we do not seek shareholder approval, your only opportunity to affect the investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

~~There~~20 ~~is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.~~

19Table of Contents

~~Table~~The ability of ~~Contents~~our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

~~Item 1A~~We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. ~~Risk~~If ~~Factors~~too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to the underwriter will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay and the payment of the deferred underwriting commissions. Furthermore, 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 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described above, we would not proceed with such redemption and the related 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 a business combination transaction with us. If we are able to complete an initial business combination, the per share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions.

AnThe ~~investment~~ability inof our ~~securities~~public ~~involves~~shareholders ato ~~high~~exercise ~~degree~~redemption ofrights ~~risk. You should consider carefully all of the risks described below, together~~ with ~~the~~respect ~~other~~to ~~information contained in this Annual Report, before making~~ a ~~decision~~large tonumber ~~invest in our securities. If any~~ of ~~the following events occur,~~ our ~~business,~~shares ~~financial condition and operating results~~ may benot ~~materially~~allow ~~adversely~~us ~~affected.~~to Incomplete ~~that event,~~ the ~~trading~~most ~~price~~desirable ofbusiness ~~our~~combination ~~securities could decline, and you could lose all~~ or ~~part~~optimize ofour ~~your~~capital ~~investment~~structure.

~~Risks~~At ~~Relating~~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 ~~Consummation~~transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements or ~~Inability~~arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to ~~Consummate~~restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, anthis ~~Initial~~dilution ~~Business~~would ~~Combination~~increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of completion of our initial business combination. In addition, the amount of deferred underwriting commissions payable to the underwriters is not required to be adjusted for any shares that are redeemed in connection with our initial business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

~~Our~~The ~~public~~ability ~~shareholders~~of ~~may~~our ~~not~~public beshareholders ~~afforded an opportunity~~ to ~~vote~~exercise onredemption ~~our~~rights ~~proposed~~with ~~initial~~respect ~~business~~to ~~combination, and even if we hold~~ a ~~shareholder~~large ~~vote,~~number ~~holders~~ of our ~~founder~~ shares ~~will~~could ~~participate~~increase inthe ~~such~~probability ~~vote,~~that ~~which~~our ~~means~~initial webusiness ~~may~~combination ~~complete~~will ~~our~~be ~~initial~~unsuccessful ~~business~~and ~~combination~~that ~~even~~you ~~though~~will ahave ~~majority~~to ofwait ~~our~~for ~~public~~liquidation ~~shareholders~~in doorder ~~not~~to ~~support~~redeem ~~that~~your ~~combination~~shares.

WeIf ~~may choose not to hold a shareholder vote to approve~~ our initial business combination ifagreement ~~the~~requires ~~business~~us ~~combination would not require shareholder approval under applicable law or stock exchange listing requirements. Except as required by applicable law or stock exchange requirement, the decision as~~ to ~~whether~~use ~~we will seek shareholder approval of~~ a ~~proposed~~portion ~~business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety~~ of ~~factors, such as~~ the ~~timing~~cash ofin the ~~transaction~~trust ~~and~~account ~~whether~~to ~~the~~pay ~~terms of~~ the ~~transaction~~purchase ~~would~~price ~~otherwise~~or ~~require~~requires us to ~~seek~~have ~~shareholder~~a ~~approval.~~minimum ~~Even~~amount ifof wecash ~~seek~~at ~~shareholder approval~~closing, the ~~holders~~probability ofthat our ~~founder shares will participate in the vote on such shareholder approval. Accordingly, we may complete our~~ initial ~~business combination even if holders of a majority of our outstanding public shares do not approve of the business combination we complete.~~

If21 we seek shareholder approval of our initial business combination, our Sponsor, officers, initial shareholders, directors and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

OurTable initial shareholders, officers and directors have agreed (and their permitted transferees will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 8,625,000, or 37.5%, of the 23,000,000 public shares sold in our initial public offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted) in order to have such initial business combination approved. We expect that our initial shareholders and their permitted transferees will own at least 20% of our outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if our initial shareholders and their permitted transferees agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders. Contents

~~Your~~ business ~~only~~combination ~~opportunity~~will tobe ~~affect~~unsuccessful ~~the~~is ~~investment~~increased. ~~decision~~If ~~regarding~~our ainitial ~~potential~~ business combination is unsuccessful, you will benot ~~limited~~receive toyour pro rata portion of the ~~exercise~~trust account until we liquidate the trust account. If you are in need of ~~your~~immediate ~~right~~liquidity, you could attempt to ~~redeem~~sell your shares ~~from~~in usthe ~~for~~open ~~cash~~market; ~~unless~~however, weat ~~seek~~such ~~shareholder~~time ~~approval~~our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of ~~such~~funds ~~business~~expected ~~combination~~in connection with our redemption until we liquidate, or you are able to sell your shares in the open market.

AtThe ~~the~~requirement ~~time~~that ofwe ~~your~~complete ~~investment~~our ininitial ~~us,~~business ~~you~~combination ~~will~~within ~~not be provided with an opportunity to evaluate~~ the ~~specific~~completion ~~merits~~window ormay ~~risks~~give ofpotential ~~our~~target ~~initial~~businesses ~~business~~leverage ~~combination.~~over ~~Since~~us ~~our~~in ~~board~~negotiating ~~of directors may complete~~ a business combination ~~without~~and ~~seeking~~may ~~shareholder~~limit ~~approval,~~the ~~public~~time ~~shareholders~~we ~~may not~~ have ~~the~~in ~~right~~which orto ~~opportunity~~conduct todue ~~vote~~diligence on ~~the~~potential business combination targets, ~~unless~~in weparticular ~~seek~~as ~~such shareholder vote. Accordingly, if~~ we doapproach ~~not~~our ~~seek~~dissolution ~~shareholder approval~~deadline, ~~your~~which ~~only~~could ~~opportunity~~undermine toour ~~affect~~ability ~~the~~to ~~investment~~complete ~~decision regarding~~ our initial business combination ~~may~~on beterms ~~limited~~that towould ~~exercising~~produce ~~your~~value ~~redemption~~for ~~rights within the period of time (which will be at least 20 business days) set forth in~~ our ~~tender offer documents mailed to our public~~ shareholders ~~in which we describe our initial business combination~~.

20Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion window. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe 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.

~~Table~~We may not be able to complete our initial business combination within the completion window, in which case we would cease all operations except for the purpose of ~~Contents~~winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders and our warrants will expire worthless.

~~The~~We ~~ability~~may ofnot be able to find a suitable target business and complete our ~~public~~initial ~~shareholders~~business combination within the completion window. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such 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 ~~their~~the public shares, ~~for~~at a per-share price, payable in cash, ~~may~~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 make ~~our~~permitted ~~financial~~withdrawals ~~condition~~(less ~~unattractive~~up to ~~potential~~$100,000 ~~business~~of ~~combination~~interest ~~targets~~to pay dissolution expenses), divided by the number of then outstanding public shares, which ~~may~~redemption ~~make~~will itcompletely ~~difficult~~extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.25 per share, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.25 per share on the redemption of their shares. See “— If third parties bring claims against us, tothe ~~enter~~proceeds ~~into~~held ain ~~business~~the ~~combination~~trust ~~with~~account acould ~~target~~be reduced and the per-share redemption amount received by shareholders may be less than $10.25 per share.”

Our board or our Sponsor may decide not to extend the ~~per-share value~~ term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, and the rights and warrants will be worthless.

~~by non-redeeming shareholders~~We will have until 15 months from the closing of our initial public offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination

~~by non-redeeming shareholders~~22

TheTable ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. Contents

~~one-~~ within 15 months, we may, by resolution of our board if requested by our Sponsor, extend the period of time to consummate a business combination by an additional nine months (for a total of up to 24 months to complete a business combination), subject to the Sponsor providing advance notice and depositing additional funds into the trust account as set out below. In order for the time available for us to consummate our initial business combination to be extended, our Sponsor or its affiliates or designees must deposit into the trust account for the three month extension $2,300,000 ($0.10 per share), on or prior to the date which is 15 months from the closing of our initial public offering. Any such payment would be made in the form of a loan. The terms of the promissory note to be issued in connection with any such loan have not yet been negotiated. Our Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will redeem 100% of the public shares at a per-~~one~~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 make permitted withdrawals (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein. In such event, the rights and warrants will be worthless.

~~The~~If ~~ability~~we seek shareholder approval of our ~~public~~initial business combination, our Sponsor, initial shareholders, todirectors, ~~exercise~~executive ~~redemption~~officers, ~~rights~~advisors ~~with~~and ~~respect~~their torespective aaffiliates ~~large~~may ~~number~~elect ofto ~~our~~purchase shares ~~could~~or ~~increase~~public ~~the~~warrants ~~probability~~from ~~that~~public ~~our~~shareholders ~~initial~~or ~~business~~public ~~combination~~warrant ~~will~~holders, bewhich ~~unsuccessful~~may ~~and~~influence ~~that~~a ~~you~~vote ~~will~~on ~~have~~a toproposed ~~wait~~business ~~for~~combination ~~liquidation~~and inreduce ~~order~~the topublic ~~redeem~~“float” ~~your~~of our Class A ordinary shares.

If we seek shareholder approval of our initial business combination ~~agreement~~and ~~requires~~we usdo not conduct redemptions in connection with our initial business combination pursuant to ~~use~~the tender offer rules, our initial shareholders, Sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants or a ~~portion~~combination ofthereof ~~the~~in ~~cash~~privately negotiated transactions or in the ~~trust~~open ~~account~~market either prior to ~~pay~~or following the ~~purchase~~completion ~~price~~of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or ~~requires~~their usaffiliates may purchase in such transactions, subject to compliance with applicable law and the Nasdaq rules. However, other than as expressly stated herein, they have ano ~~minimum~~current ~~amount~~commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of ~~cash~~the atfunds ~~closing,~~in the ~~probability~~trust ~~that~~account ~~our~~will ~~initial~~be used to purchase shares or public warrants in such transactions.

21In the event that our initial shareholders, Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our business combination that may not otherwise have been possible. We expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements.

~~Table~~In addition, if such purchases are made, the public “float” of ~~Contents~~our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

~~business~~23 combination will be unsuccessful is increased. If our initial business combination is unsuccessful, you will not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate, or you are able to sell your shares in the open market.

TheTable requirementof that we complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Contents

~~Any~~If ~~potential target business with which we enter into negotiations concerning~~ a ~~business~~shareholder ~~combination~~fails ~~will~~to bereceive ~~aware~~notice ~~that~~of ~~we must complete~~ our ~~initial~~offer ~~business~~to ~~combination~~redeem ~~within~~our ~~the~~public ~~completion~~shares ~~window. Consequently, such target business may obtain leverage over us~~ in ~~negotiating~~connection awith ~~business combination, knowing that if we do not complete~~ our initial business combination ~~with that particular target business~~, weor ~~may~~fails ~~be unable~~ to ~~complete~~comply ~~our initial business combination~~ with ~~any target business. This risk will increase as we get closer to~~ the ~~timeframe~~procedures ~~described~~for ~~above.~~tendering Inits ~~addition~~shares, wesuch ~~may~~shares ~~have limited time to conduct due diligence and~~ may ~~enter~~not ~~into~~be ~~our initial business combination on terms that we would have rejected upon a more comprehensive investigation~~redeemed.

We ~~may~~will ~~not~~comply bewith ~~able~~the toproxy ~~complete~~rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. ~~within~~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 ~~completion~~opportunity ~~window~~to redeem its shares. In addition, inthe ~~which~~proxy ~~case~~solicitation or tender offer materials, as applicable, that we ~~would~~will ~~cease~~furnish ~~all~~to ~~operations~~holders ~~except~~of ~~for~~our public shares in connection with our initial business combination will describe the ~~purpose~~various ofprocedures ~~winding~~that upmust ~~and~~be wecomplied ~~would~~with in order to validly redeem ~~our~~or tender public shares. ~~and~~For ~~liquidate~~example, inwe ~~which~~may ~~case~~require our public shareholders ~~may~~seeking ~~receive~~to ~~only~~exercise their ~~pro~~redemption ~~rata~~rights, ~~portion~~whether ofthey are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the ~~funds~~date set forth in the ~~trust~~proxy ~~account~~solicitation ~~that~~or ~~are~~tender ~~available~~offer ~~for~~materials ~~distribution~~mailed to ~~public~~such ~~shareholders~~holders, ~~and~~or ~~our~~up ~~warrants~~to ~~will~~two ~~expire~~business ~~worthless~~days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a shareholder fails to comply with these or any other procedures, its shares may not be redeemed.

~~a per-share price~~You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) ~~per-share~~ the redemption of any public shares properly submitted in connection with our initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to our second amended and restated memorandum and articles of association that would modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window, or (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

~~Our~~If ~~board~~we orseek shareholder approval of our ~~Sponsor~~initial ~~may~~business ~~decide~~combination ~~not~~and towe ~~extend~~do ~~the~~not ~~term~~conduct weredemptions ~~have~~pursuant to ~~consummate~~the ~~our~~tender ~~initial~~offer ~~business combination~~rules, inand ~~which~~if ~~case~~you weor ~~would~~a ~~cease~~“group” ~~all~~of ~~operations~~shareholders ~~except~~are ~~for~~deemed ~~the~~to ~~purpose~~hold in excess of ~~winding~~15% upof ~~and~~our weClass A ~~would~~ordinary shares, you will lose the ability to redeem ~~our~~all ~~public~~such shares ~~and~~in ~~liquidate,~~excess ~~and~~of ~~the~~15% ~~rights~~of ~~and~~our ~~warrants~~Class A ~~will~~ordinary ~~be worthless~~shares.

WeIf ~~will~~we ~~have~~seek ~~until~~shareholder 15approval ~~months~~of ~~from~~our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the ~~closing~~tender offer rules, our second amended and restated memorandum and articles of association 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 in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent, which we refer to ~~consummate~~as the “Excess Shares.” 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. ~~However,~~Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if weyou ~~anticipate~~sell ~~that~~Excess weShares ~~may~~in open market transactions. Additionally, you will not bereceive ~~able~~redemption distributions with respect to ~~consummate~~the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

2224

~~per-share~~Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

IfWe weexpect ~~seek~~to ~~shareholder~~encounter ~~approval~~intense ofcompetition ~~our~~from ~~initial~~other entities having a business ~~combination,~~objective ~~our~~similar ~~Sponsor~~to ours, ~~initial~~including ~~shareholders~~private investors (which may be individuals or investment partnerships), ~~directors~~other blank check companies and other entities, ~~executive~~domestic ~~officers~~and international, ~~advisors~~competing for the types of businesses we intend to acquire. Many of these individuals and ~~their~~entities ~~respective~~are ~~affiliates~~well-established ~~may~~and ~~elect~~have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to ~~purchase~~various ~~shares~~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 we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, ~~from~~our ~~public~~ability ~~shareholders~~to orcompete ~~public~~with ~~warrant~~respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an 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, ~~which~~in ~~may~~conjunction ~~influence~~with a shareholder vote onor through a ~~proposed~~tender offer. Target businesses will be aware that this may reduce the resources available to us for our initial business combination. ~~and~~Any ~~reduce~~of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.25 per share upon our liquidation. See “~~float~~— 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 $10.25 per share” ofand ~~our~~other ~~Class A~~risk ~~ordinary~~factors ~~shares~~below.

If wethe ~~seek~~net ~~shareholder~~proceeds ~~approval~~ of our initial ~~business~~public ~~combination~~offering and wethe dosale ~~not~~of ~~conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender~~private ~~offer~~placement ~~rules, our initial shareholders, Sponsor, directors, officers, advisors or their affiliates may purchase shares or public~~ warrants ornot abeing ~~combination~~held ~~thereof~~ in ~~privately~~the ~~negotiated~~trust ~~transactions~~account orare ininsufficient ~~the~~to ~~open~~allow ~~market~~us ~~either~~to ~~prior~~operate tofor orat ~~following~~least the ~~completion~~duration of ~~our~~the ~~initial~~completion ~~business combination~~window, ~~although~~we ~~they~~may ~~are~~be ~~under~~unable ~~no obligation~~ to docomplete ~~so. There is no limit on the number of shares~~ our initial ~~shareholders,~~business ~~directors~~combination, ~~officers, advisors or their affiliates may purchase~~ in ~~such~~which ~~transactions,~~case ~~subject~~our topublic ~~compliance~~shareholders ~~with~~may ~~applicable~~only ~~law~~receive ~~and the Nasdaq rules~~$10.25 ~~However,~~per ~~other than as expressly stated herein~~share, ~~they have no current commitments, plans~~ or ~~intentions~~less tothan ~~engage in~~ such ~~transactions~~amount ~~and have not formulated any terms or conditions for any such transactions. None of the funds~~ in ~~the~~certain ~~trust~~circumstances, ~~account~~and ~~will~~our ~~be used to purchase shares or public~~ warrants inwill ~~such~~expire ~~transactions~~worthless.

InAs ~~the~~of ~~event~~December ~~that our initial shareholders~~31, ~~Sponsor~~2022, ~~directors,~~we ~~officers,~~had ~~advisors~~cash orof ~~their~~$92,674 ~~affiliates~~held ~~purchase~~outside ~~shares~~the intrust ~~privately~~account ~~negotiated~~to ~~transactions~~fund ~~from~~our ~~public~~working ~~shareholders~~capital ~~who~~requirements. ~~have~~The ~~already~~funds ~~elected~~available to ~~exercise~~us ~~their~~outside ~~redemption~~of ~~rights,~~the ~~such~~trust ~~selling~~account ~~shareholders~~may ~~would~~not be ~~required~~sufficient to ~~revoke~~allow ~~their~~us ~~prior~~to ~~elections~~operate tofor ~~redeem~~at ~~their~~least ~~shares~~the duration of the completion window, assuming that our initial business combination is not completed during that time. ~~The~~We ~~purpose~~believe ofthat ~~any~~the ~~such~~funds ~~purchases~~available to us outside of ~~shares~~the ~~could~~trust account, including permitted withdrawals and loans or additional investments from our Sponsor, will be sufficient to ~~vote~~allow ~~such~~us ~~shares~~to inoperate ~~favor~~for at least the duration of the ~~business~~completion ~~combination~~window; ~~and~~however, ~~thereby~~we ~~increase~~cannot assure you that our estimate is accurate. Of the ~~likelihood~~funds ofavailable ~~obtaining~~to ~~shareholder~~us, ~~approval~~we could use a portion of the ~~business~~funds ~~combination~~available orto us to ~~satisfy~~pay afees ~~closing~~to ~~condition~~consultants into anassist ~~agreement~~us with our search for a target ~~that~~business. ~~requires~~We uscould toalso ~~have~~use a ~~minimum~~portion ~~net~~of ~~worth~~the funds as a down payment or to fund a ~~certain~~“no-shop” ~~amount~~provision (a provision in letters of ~~cash~~intent ator ~~the~~merger ~~closing~~agreements ofdesigned ~~our~~to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, ~~where~~although itwe ~~appears~~do ~~that~~not ~~such~~have ~~requirement~~any ~~would~~current ~~otherwise~~intention ~~not~~to bedo ~~met~~so. ~~The~~If ~~purpose~~we ofentered ~~any~~into ~~such~~a ~~purchases~~letter of ~~public~~intent ~~warrants~~or ~~could~~merger beagreement towhere ~~reduce~~we paid for the ~~number~~right ofto ~~public~~receive ~~warrants~~exclusivity ~~outstanding~~from ora target business and were subsequently required to ~~vote~~forfeit such ~~warrants~~funds on(whether ~~any~~as ~~matters~~a ~~submitted~~result toof ~~the~~our ~~warrant~~breach ~~holders~~or otherwise), we might not have sufficient funds to continue searching for, ~~approval~~or inconduct ~~connection~~due diligence with respect to, a target business. If we are unable to complete our initial business combination., ~~Any~~our ~~such~~public ~~purchases~~shareholders ofmay ~~our~~receive ~~securities~~only ~~may~~approximately ~~result~~$10.25 inper share on the ~~completion~~liquidation of our ~~business~~trust ~~combination~~account ~~that~~and ~~may~~our ~~not~~warrants ~~otherwise~~will ~~have~~expire ~~been possible~~worthless. WeIn ~~expect~~certain ~~that~~circumstances, ~~any~~our ~~such~~public ~~purchases~~shareholders ~~will~~may bereceive ~~reported~~less ~~pursuant~~than to$10.25 ~~Section 13~~per ~~and~~share ~~Section 16~~upon ofour liquidation. See “— If third parties bring claims against us, the ~~Exchange~~proceeds ~~Act~~held toin the ~~extent~~trust account could be reduced and the ~~purchasers~~per-share ~~are~~redemption ~~subject~~amount toreceived ~~such~~by ~~reporting~~shareholders ~~requirements~~may be less than $10.25 per share” and other risk factors below.

In25 addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

23Table of Contents

~~Table~~If the net proceeds of ~~Contents~~our 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 for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our Sponsor or management team to fund our search for a business combination, to make permitted withdrawals and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.

IfOf the net proceeds of our initial public offering and the sale of the private placement warrants, only approximately $1,000,000 will be available to us initially outside the trust account to fund our working capital requirements. In the event that our offering expenses and other operating expenses exceed our estimate of $1,775,500, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a ~~shareholder~~corresponding ~~fails~~amount. Conversely, in the event that the offering expenses and other operating expenses are less than our estimate of $1,775,500, the amount of funds we intend to ~~receive~~be ~~notice~~held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If our ~~offer~~other sources of working capital are insufficient, we will depend on loans from our Sponsor or management team or a third party to ~~redeem~~fund our ~~public~~search, ~~shares~~to inpay ~~connection~~our ~~with~~taxes and to complete our initial business combination,. orIf ~~fails~~we are unable to ~~comply~~obtain ~~with~~such loans, it could limit the ~~procedures~~amount available to fund our search for ~~tendering~~a ~~its~~target ~~shares~~business and we may be unable to complete our initial business combination. We could also be forced to liquidate. None of our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such ~~shares~~circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500.000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be ~~redeemed~~willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.25 per 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 $10.25 per share” and other risk factors below.

WeSubsequent will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to ~~receive~~ our ~~proxy~~completion ~~solicitation or tender offer materials, as applicable, such shareholder may not become aware~~ of ~~the opportunity to redeem its 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 our~~ initial business combination ~~will describe the various procedures that must be complied with in order to validly redeem or tender public shares. For example~~, we may ~~require~~be ~~our~~required ~~public shareholders seeking~~ to ~~exercise~~take ~~their~~write-downs ~~redemption~~or ~~rights~~write-offs, ~~whether~~restructuring ~~they~~and ~~are~~impairment ~~record holders~~ or ~~hold~~other ~~their~~charges ~~shares~~that incould ~~“street~~have ~~name,”~~a tosignificant ~~either~~negative ~~tender~~effect ~~their~~on ~~certificates to~~ our ~~transfer~~financial ~~agent prior to the date set forth in the proxy solicitation or tender offer materials mailed to such holders~~condition, orresults upof tooperations ~~two~~and ~~business~~our ~~days~~share ~~prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials~~price, orwhich tocould ~~deliver~~cause ~~their~~you ~~shares~~ to ~~the~~lose ~~transfer~~some ~~agent electronically. In the event that a shareholder fails to comply with these~~ or ~~any~~all ~~other~~of ~~procedures,~~your ~~its shares may not be redeemed~~investment.

~~You~~Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will ~~not~~surface ~~have~~all ~~any~~material ~~rights~~issues in relation to a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or ~~interests~~that infactors ~~funds~~outside ~~from~~of the ~~trust~~target ~~account,~~business ~~except~~and ~~under~~outside ~~certain~~of ~~limited~~our ~~circumstances~~control will not later arise. ~~Therefore,~~As toa ~~liquidate~~result ~~your~~of ~~investment~~these factors, ~~you~~we may be forced to ~~sell~~later ~~your~~write-down ~~public~~or ~~shares~~write-off assets, restructure our operations, or ~~warrants~~incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, ~~potentially~~unexpected atrisks may arise and previously known risks may materialize in a ~~loss~~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

~~Our~~26 public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the redemption of any public shares properly submitted in connection with our initial business combination (including the release of funds to pay any amounts due to any public shareholders who properly exercise their redemption rights in connection therewith), (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to approve an amendment to our second amended and restated memorandum and articles of association that would modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window, or (iii) the redemption of our public shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

IfTable we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares. Contents

If addition, wecharges ~~seek~~of ~~shareholder~~this ~~approval~~nature ofmay ~~our~~cause ~~initial~~us ~~business~~to ~~combination~~violate ~~and~~net weworth door ~~not~~other ~~conduct~~covenants ~~redemptions~~to inwhich ~~connection~~we ~~with~~may ~~our~~be ~~initial~~subject ~~business~~as ~~combination~~a ~~pursuant~~result toof ~~the~~assuming ~~tender~~pre-existing ~~offer~~debt ~~rules,~~held ~~our~~by ~~second~~a ~~amended~~target ~~and~~business ~~restated~~or ~~memorandum~~by ~~and~~virtue ~~articles~~ of ~~association~~our ~~provides~~obtaining ~~that~~post-combination adebt ~~public~~financing. ~~shareholder~~Accordingly, ~~together with~~ any ~~affiliate~~shareholders ofwho ~~such~~choose ~~shareholder~~to orremain ~~any~~shareholders ~~other~~following ~~person~~the ~~with~~business ~~whom~~combination ~~such~~could ~~shareholder~~suffer ~~is acting in concert or as~~ a ~~“group”~~reduction ~~(as defined~~ in ~~Section 13 of~~ the ~~Exchange~~value ~~Act),~~of ~~will~~their besecurities. ~~restricted~~Such ~~from~~shareholders ~~seeking~~are ~~redemption~~unlikely ~~rights with respect~~ to ~~more~~have ~~than~~a anremedy ~~aggregate~~for ofsuch ~~15%~~reduction ofin ~~the~~value ~~shares~~unless ~~sold~~they inare ~~our~~able ~~initial~~to ~~public~~successfully ~~offering~~claim ~~without~~that ~~our~~the ~~prior~~reduction ~~consent,~~was ~~which~~due ~~we refer~~ to as the ~~“Excess~~breach ~~Shares.”~~by ~~However, we would not be restricting~~ our ~~shareholders’~~officers ~~ability~~or todirectors ~~vote all~~ of ~~their~~a ~~shares~~duty ~~(including~~of ~~Excess~~care ~~Shares) for~~ or ~~against~~other ~~our~~fiduciary ~~initial~~duty ~~business~~owed ~~combination. Your inability~~ to ~~redeem~~them, ~~the~~or ~~Excess~~if ~~Shares~~they ~~will~~are ~~reduce~~able ~~your influence over our ability~~ to ~~complete~~successfully ~~our~~bring ~~initial business combination and you could suffer~~ a ~~material~~private ~~loss~~claim onunder ~~your~~securities ~~investment~~laws inthat usthe ifproxy ~~you~~solicitation ~~sell~~or ~~Excess~~tender ~~Shares~~offer inmaterials, ~~open~~as ~~market transactions. Additionally~~applicable, ~~you~~relating ~~will not receive redemption distributions with respect~~ to the ~~Excess Shares if we complete our initial~~ business combination. ~~And~~contained asan aactionable ~~result,~~material ~~you~~misstatement ~~will~~or ~~continue~~material ~~to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss~~omission.

24If 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.

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

~~Because~~• ofrestrictions ~~our~~on ~~limited resources and~~ the ~~significant~~nature competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of ~~the funds in the trust account that are available for distribution to public shareholders, and~~ our ~~warrants will expire worthless.~~ investments;

• restrictions on the ~~per-share redemption~~ issuance of securities, each of which may make it difficult for us to complete our initial business combination.

IfIn the net proceeds of our 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 for at least the duration of the completion windowaddition, we may behave ~~unable~~imposed toupon ~~complete~~us ~~our~~burdensome ~~initial business combination~~requirements, inincluding: ~~which case our public shareholders may only receive $10.25 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.~~

~~a “no-shop” provision~~• registration as an investment company with the SEC;

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

~~Table~~• ofreporting, ~~Contents~~record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

In order not to be regulated as an investment company under the ~~per~~ 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 will be to identify and complete a business combination and thereafter to operate the post-~~share redemption~~transaction business or assets for the long term. 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.

IfWe ~~the~~do ~~net~~not ~~proceeds~~believe ofthat our ~~initial~~anticipated ~~public~~principal ~~offering~~activities ~~and~~will ~~the~~subject ~~sale~~us ofto the ~~private~~Investment ~~placement~~Company ~~warrants~~Act. ~~not~~To ~~being~~this end, the proceeds held in the trust account ~~are~~may ~~insufficient~~only tobe ~~allow~~invested usin toUnited ~~operate~~States ~~for~~“government atsecurities” ~~least~~within the ~~duration~~meaning of Section 2(a)(16) of the ~~completion~~Investment ~~window,~~Company itAct ~~could~~having ~~limit~~a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the ~~amount~~Investment ~~available~~Company Act which invest only in direct U.S. government treasury obligations. Pursuant to ~~fund~~the ~~our~~trust ~~search~~agreement, ~~for~~the atrustee ~~target~~is ~~business~~not permitted to invest in other securities or ~~businesses~~assets. By restricting the investment of the proceeds to these instruments, and ~~complete~~by ~~our~~having ~~initial~~a business ~~combination~~plan targeted at acquiring and wegrowing ~~will~~businesses ~~depend~~for the long term (rather than on ~~loans~~buying ~~from~~and ~~our~~selling ~~Sponsor~~businesses in the manner of a merchant bank or ~~management~~private ~~team~~equity fund), we intend to ~~fund~~avoid ~~our~~being ~~search~~deemed an “investment company” within the meaning of the Investment Company Act. Our initial public offering is not intended for persons who are seeking a ~~business~~return ~~combination,~~on toinvestments ~~make~~in ~~permitted~~government ~~withdrawals~~securities ~~and~~or investment securities. The trust account is intended as a holding place for funds pending the earliest to ~~complete~~occur of: (i) the completion of our initial business combination.; If(ii) the weredemption ~~are~~of ~~unable~~any topublic ~~obtain~~shares ~~these~~properly ~~loans,~~submitted wein ~~may~~connection bewith ~~unable~~a shareholder vote to ~~complete~~approve an amendment to our ~~initial~~second ~~business~~amended ~~combination.~~and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem

~~the per-share redemption~~27

SubsequentTable to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment. Contents

100% of our public shares if we have not consummated an initial business combination within the completion window; or (iii) ~~write-off assets~~the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination, or may result in our liquidation. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

~~be non-cash items~~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.

26In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.25 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 $10.25 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment 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 $10.25 per share.

~~Table~~If ofthird ~~Contents~~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 $10.25 per share.

~~assuming pre~~Our placing of funds in the trust account may not protect those funds from third-~~existing debt~~party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, 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 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. Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

IfExamples 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 ~~deemed~~believed by management to be ansignificantly ~~investment~~superior ~~company~~to ~~under~~those ~~the~~of ~~Investment~~other ~~Company~~consultants ~~Act,~~that wewould ~~may~~agree beto ~~required~~execute a waiver or in cases where management is unable to ~~institute~~find ~~burdensome~~a ~~compliance~~service ~~requirements~~provider ~~and~~willing ~~our~~to ~~activities~~execute ~~may~~a bewaiver. ~~restricted~~In addition, ~~which~~there is no guarantee that such entities will agree to waive any claims they may ~~make~~have itin ~~difficult~~the ~~for~~future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination. within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business

If28 ~~we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:~~

•Table restrictions on the nature of our investments;Contents

• combination, ~~restrictions~~we onwill be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ~~issuance~~10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.25 per public share initially held in the trust account, due to claims of ~~securities~~such creditors. Pursuant to the letter agreement among us, our officers, directors and the Sponsor, 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 (other than our independent public accountants) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.25 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 $10.25 per share due to reductions in the value of the trust assets, in each case net of the interest which may ~~make~~be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it ~~difficult~~apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for ussuch indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.25 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

InIf, ~~addition~~after we distribute the proceeds in the trust account to our public shareholders, we ~~may~~file ~~have~~a ~~imposed~~bankruptcy ~~upon~~petition or an involuntary bankruptcy petition is filed against us ~~burdensome~~that ~~requirements~~is not dismissed, ~~including:~~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, ~~registration~~after aswe distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy petition or an ~~investment~~involuntary ~~company~~bankruptcy ~~with~~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 ~~SEC;~~trust account prior to addressing the claims of creditors.

•If, ~~adoption~~before ofdistributing the proceeds in the trust account to our public shareholders, we file a ~~specific~~bankruptcy ~~form~~petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of ~~corporate~~creditors ~~structure;~~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.

~~• reporting~~If, ~~record~~before ~~keeping~~distributing the proceeds in the trust account to our public shareholders, ~~voting~~we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, ~~proxy~~the ~~and~~proceeds ~~disclosure~~held ~~requirements~~in ~~and~~the ~~other~~trust ~~rules~~account could be subject to applicable bankruptcy law, and ~~regulations~~may ~~that~~be weincluded ~~are~~in ~~not~~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.

In29 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 will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. 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.

under Rule 2a-7 promulgatedTable of Contents

27Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

~~Table~~We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, ~~Contents~~applicable laws and regulations 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, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

~~100%~~Our ofsearch ~~our~~for ~~public~~a ~~shares if we have not consummated an initial~~ business combination, ~~within~~and ~~the~~any ~~completion~~target ~~window; or (iii) the redemption of our public shares if we are unable to complete our initial~~ business combination within the completion window, subject to applicable law. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with ~~these additional regulatory burdens would require additional expenses for~~ which we ~~have~~ultimately ~~not~~consummate ~~allotted funds and may hinder our ability to complete~~ a business combination, or may ~~result~~be inmaterially ~~our~~adversely ~~liquidation.~~affected Ifby ~~we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of~~ the ~~funds~~recent innovel ~~the~~coronavirus ~~trust~~(“COVID-19”) ~~account that are available for distribution to public shareholders, and our warrants will expire worthless~~outbreak.

~~Our~~On ~~directors~~March 11, 2020, the World Health Organization officially declared the outbreak of the COVID-19 a “pandemic.” A significant outbreak of COVID-19 has resulted in a widespread health crisis that adversely affected the economies and financial markets worldwide, and could potentially adversely affect the business of any potential target business with which we consummate a business combination. Furthermore, we may ~~decide~~be ~~not~~unable to ~~enforce~~complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ~~indemnification~~ability ~~obligations~~to ofhave ~~our~~meetings ~~Sponsor~~with potential investors or the target company’s personnel, ~~resulting~~vendors inand services providers are unavailable to negotiate and consummate a ~~reduction~~transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the ~~amount~~severity of ~~funds~~COVID-19 inand the ~~trust~~actions ~~account~~to ~~available~~contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for ~~distribution~~an toextensive period of time, our ~~public~~ability ~~shareholders~~to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

InOur ~~the~~search ~~event~~for ~~that~~a ~~the~~business ~~proceeds~~combination, ~~in the trust account are reduced below the lesser of (i) $10.25 per public share~~ and ~~(ii) the~~any ~~actual~~target ~~amount~~business ~~per~~with ~~public~~which ~~share~~we ~~held~~may inultimately ~~the~~consummate ~~trust~~a ~~account~~business ascombination, ofmay ~~the~~be ~~date~~materially ofadversely ~~the~~affected ~~liquidation~~by of the ~~trust~~geopolitical ~~account,~~conditions ifresulting ~~less~~from ~~than $10.25 per share due to reductions in~~ the ~~value~~recent ofinvasion ~~the trust assets, in each case net~~ of ~~the~~Ukraine ~~interest~~by ~~which~~Russia ~~may be withdrawn to pay taxes,~~ and ~~our~~subsequent ~~Sponsor~~sanctions ~~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 usRussia, itBelarus isand ~~possible~~related ~~that~~individuals ~~our~~and ~~independent~~entities ~~directors~~and inthe ~~exercising~~status ~~their~~of ~~business~~debt ~~judgment~~ and ~~subject~~equity tomarkets, ~~their~~as ~~fiduciary~~well ~~duties~~as ~~may~~protectionist ~~choose~~legislation ~~not to do so~~ in ~~any particular instance. If~~ our ~~independent~~target ~~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~~markets.25 ~~per share.~~

~~per-share~~The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a business combination and any target business with which we may ultimately consummate a

~~Our~~30 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 (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, 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 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. Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.

ExamplesTable 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 are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business Contents

28 business combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this “Risk Factors” section of this Annual Report. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we may ultimately consummate a business combination, may be materially adversely affected.

~~Table~~In addition, the recent invasion of ~~Contents~~Ukraine by Russia, and the impact of sanctions against Russia and the potential for retaliatory acts from Russia, could result in increased cyber-attacks against U.S. companies.

~~the per-share redemption~~Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

~~If,~~We ~~after~~are wesubject ~~distribute~~to ~~the~~laws ~~proceeds~~and inregulations ~~the~~enacted ~~trust~~by ~~account~~national, toregional ~~our~~and ~~public~~local ~~shareholders~~governments. In particular, we ~~file~~will abe ~~bankruptcy~~required ~~petition~~to orcomply anwith ~~involuntary~~certain ~~bankruptcy~~SEC ~~petition~~and isother ~~filed~~legal ~~against~~requirements. usCompliance ~~that~~with, isand ~~not~~monitoring ~~dismissed~~of, aapplicable ~~bankruptcy~~laws ~~court~~and regulations may ~~seek~~be todifficult, ~~recover~~time ~~such~~consuming ~~proceeds,~~and costly. Those laws and ~~the~~regulations ~~members~~and oftheir ~~our~~interpretation ~~board~~and ofapplication ~~directors~~also may bechange ~~viewed~~from astime ~~having~~to ~~breached~~time ~~their~~and ~~fiduciary~~those ~~duties~~changes tocould have a material adverse effect on our ~~creditors~~business, ~~thereby~~investments ~~exposing~~and ~~the~~results ~~members~~ of ~~our~~operations. ~~board~~In ofaddition, ~~directors~~a failure to comply with applicable laws or regulations, as interpreted and usapplied, could have a material adverse effect on our business, including our ability to ~~claims~~complete ofour ~~punitive~~initial ~~damages~~business combination, and results of operations.

IfOn March 30, ~~after~~2022, ~~we distribute~~ the ~~proceeds~~SEC inissued ~~the~~proposed ~~trust~~rules ~~account~~that towould, ~~our~~among ~~public~~other ~~shareholders~~items, weimpose ~~file~~additional adisclosure ~~bankruptcy~~requirements ~~petition~~in orbusiness ancombination ~~involuntary~~transactions ~~bankruptcy~~involving ~~petition~~SPACs isand ~~filed~~private ~~against~~operating uscompanies; ~~that~~amend isthe ~~not~~financial ~~dismissed,~~statement ~~any~~requirements ~~distributions~~applicable ~~received~~to bybusiness ~~shareholders~~combination ~~could~~transactions beinvolving ~~viewed~~such ~~under~~companies; ~~applicable~~update ~~debtor/creditor~~ and~~/or~~ ~~bankruptcy~~expand ~~laws~~guidance asregarding ~~either~~the ageneral ~~“preferential~~use ~~transfer”~~of orprojections ain ~~“fraudulent~~SEC ~~conveyance.”~~filings, Asas awell ~~result,~~as awhen ~~bankruptcy~~projections ~~court~~are ~~could~~disclosed ~~seek~~in toconnection ~~recover~~with ~~some~~proposed orbusiness ~~all~~combination ~~amounts~~transactions; ~~received~~increase bythe ~~our~~potential ~~shareholders.~~liability Inof ~~addition,~~certain ~~our~~participants ~~board~~in ofproposed ~~directors~~business ~~may~~combination betransactions; ~~viewed~~and asimpact ~~having~~the ~~breached~~extent ~~its~~to ~~fiduciary~~which ~~duty~~SPACs could become subject to ~~our~~regulation ~~creditors~~under ~~and/or~~the Investment ~~having~~Company ~~acted~~Act inof ~~bad~~1940. ~~faith~~These rules, ~~thereby~~if ~~exposing~~adopted, ~~itself~~whether ~~and~~in usthe toform ~~claims~~proposed ofor ~~punitive~~in ~~damages~~revised form, bymay ~~paying~~materially ~~public~~adversely ~~shareholders~~affect ~~from~~our ~~the~~business, ~~trust~~including ~~account~~our ~~prior~~ability to ~~addressing~~negotiate and complete our initial business combination and may increase the ~~claims~~costs ofand ~~creditors~~time related thereto.

The excise tax included in the ~~per-share~~ Inflation Reduction Act of 2022 may decrease the amount of funds available for distribution in connection with a liquidation and may hinder our ability to consummate an initial Business Combination.

~~the~~On August ~~per-share~~ 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are 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 has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

29Although we were incorporated in the Cayman Islands, there is a possibility that we may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate. While not free from doubt, absent any further guidance, it is possible that the excise tax will apply to any redemptions of our shares after December 31, 2022, including redemptions made in connection with an initial Business Combination or redemptions made if we are unable to consummate a Business Combination by or before the Completion Window. The application of the excise tax to any redemptions we make after December 31, 2022

~~Table~~31 ~~of Contents~~

ChangesTable in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. Contents

We could ~~are~~potentially ~~subject~~reduce tothe per-share amount ~~laws~~that ~~and~~our ~~regulations~~public ~~enacted~~stockholders bywould ~~national,~~otherwise ~~regional~~be ~~and~~entitled ~~local~~to ~~governments~~received. In ~~particular~~addition, wethe ~~are~~excise ~~required~~tax tomay ~~comply~~make ~~with~~a ~~certain~~transaction ~~SEC and other legal requirements. Compliance~~ with, ~~and~~us ~~monitoring~~less ~~of,~~appealing ~~applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time~~ to ~~time~~potential ~~and those changes could have a material adverse effect on our~~ business, ~~investments~~combination ~~and results of operations. In addition~~targets, ~~a failure to comply with applicable laws or regulations, as interpreted~~ and ~~applied~~thus, ~~could~~potentially ~~have~~hinder ~~a material adverse effect on~~ our ~~business, including our~~ ability to ~~negotiate~~enter into and ~~complete~~consummate ~~our~~an initial ~~business~~Business ~~combination, and results of operations~~Combination.

~~(“COVID-19”)~~Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.

~~COVID-19~~We may seek to complete a business combination with an operating company in any industry, sector or location. However, we will not, under our second amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet identified or approached any specific target business with respect to a business combination with us, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our 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, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any securityholders who choose to remain securityholders following our initial business combination could suffer a reduction in the value of their securities. Such securityholders are unlikely to have a remedy for such reduction in value of their securities.

~~COVID-19~~32

COVID-19Table of Contents

~~COVID-19~~We may seek acquisition opportunities in industries or sectors that may be outside of our management’s areas of expertise.

~~COVID-19~~We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report 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 related to such acquisition. Accordingly, any securityholders who choose to remain securityholders following our initial business combination could suffer a reduction in the value of their securities. Such securityholders are unlikely to have a remedy for such reduction in value.

~~COVID-19~~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.

~~COVID-19~~Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a 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 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 law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

~~Because~~We wemay ~~are~~seek ~~neither~~business ~~limited~~combination toopportunities ~~evaluating~~with a ~~target~~financially unstable business inor aan ~~particular~~entity ~~industry~~lacking ~~sector~~an ~~nor~~established ~~have~~record weof ~~selected~~revenue ~~any~~or ~~specific~~earnings, ~~target~~which ~~businesses~~could ~~with~~subject ~~which~~us to ~~pursue~~volatile ~~our initial business combination~~revenues, ~~you~~cash ~~will~~flows beor ~~unable~~earnings ~~to ascertain the merits~~ or ~~risks~~difficulty ofin ~~any~~retaining ~~particular~~key ~~target business’s operations~~personnel.

WeTo ~~may~~the ~~seek~~extent towe complete ~~a business combination with an operating company in any industry, sector or location. However, we will not, under~~ our ~~second amended and restated memorandum and articles of association, be permitted to effectuate our~~ initial business combination with ~~another~~a ~~blank~~financially ~~check~~unstable ~~company or similar company with nominal operations. Because we have not yet identified or approached any specific target~~ business ~~with respect to a business combination with us, there is no basis to evaluate the possible merits~~ or ~~risks~~an ofentity ~~any~~lacking ~~particular~~an ~~target~~established ~~business’s~~record ~~operations, results~~ of ~~operations~~revenues, cash flows, ~~liquidity, financial condition~~ or ~~prospects. To the extent we complete our initial business combination~~earnings, we may be affected by numerous risks inherent in the ~~business~~ operations of the business with which we combine. ~~For~~These ~~example,~~risks ifinclude wevolatile ~~combine~~revenues, ~~with~~cash aflows ~~financially unstable business~~ or ~~an entity lacking an established record of sales or~~ earnings, weand ~~may~~difficulties ~~be affected by the risks inherent~~ in ~~the~~obtaining ~~business~~ and ~~operations~~retaining ofkey ~~a financially unstable or a development stage entity~~personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we ~~cannot~~may ~~assure~~not ~~you~~be ~~that~~able weto ~~will~~ properly ascertain or assess all of the significant risk factors orand ~~that~~ we ~~will~~may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any securityholders who choose to remain securityholders following our initial business combination could suffer a reduction in the value of their securities. Such securityholders are unlikely to have a remedy for such reduction in value of their securities.

3033

WeAs ~~may~~the ~~seek~~number of special purpose acquisition ~~opportunities~~companies inevaluating ~~industries~~targets orincreases, ~~sectors~~attractive ~~that~~targets may become scarcer and there may be ~~outside~~more ofcompetition for attractive targets. This could even result in our ~~management’s~~inability ~~areas~~to offind ~~expertise~~a target or to consummate an initial business combination.

WeIn ~~will~~recent ~~consider~~years, athe ~~business~~number ~~combination outside~~ of ~~our~~special ~~management’s~~purpose ~~areas~~acquisition ofcompanies ~~expertise if a business combination candidate is presented to us and we determine~~ that ~~such~~have ~~candidate~~been ~~offers~~formed anhas ~~attractive~~increased ~~acquisition opportunity for our company~~substantially. InMany ~~the~~potential ~~event~~targets wefor ~~elect~~special topurpose ~~pursue an~~ acquisition ~~outside~~companies ofhave ~~the~~already ~~areas~~entered ofinto ~~our~~an ~~management’s~~initial ~~expertise,~~business ~~our management’s expertise may not be directly applicable to its evaluation or operation~~combination, and ~~the~~there ~~information~~are ~~contained~~still inmany ~~this~~special ~~Annual~~purpose ~~Report~~acquisition ~~regarding~~companies ~~the~~seeking ~~areas~~targets offor ~~our~~their ~~management’s~~initial ~~expertise~~business ~~would~~combination, ~~not~~as bewell ~~relevant~~as tomany ansuch ~~understanding~~companies ofcurrently ~~the~~in ~~business that we elect to acquire~~registration. As a result, ~~our~~at ~~management~~times, ~~may~~fewer ~~not~~attractive betargets ~~able~~may tobe ~~adequately~~available, ~~ascertain~~and orit ~~assess~~may ~~all~~require ofmore ~~the~~time, ~~significant~~more ~~risk~~effort ~~factors~~and ~~related~~more resources to ~~such~~identify ~~acquisition.~~a ~~Accordingly,~~suitable ~~any~~target ~~securityholders~~and ~~who choose~~ to ~~remain~~consummate ~~securityholders~~an ~~following our~~ initial business combination ~~could suffer a reduction in the value of their securities~~. ~~Such securityholders are unlikely to have a remedy for such reduction in value.~~

~~Although~~In weaddition, ~~have~~because ~~identified~~there ~~general~~are ~~criteria~~more ~~and~~special ~~guidelines~~purpose ~~that~~acquisition wecompanies ~~believe~~seeking ~~are~~to ~~important~~enter ininto ~~evaluating~~an ~~prospective~~initial ~~target~~business ~~businesses~~combination with available targets, wethe ~~may~~competition ~~enter~~for ~~into~~available ~~our~~targets ~~initial~~with attractive fundamentals or business ~~combination~~models ~~with~~may aincrease, ~~target~~which ~~that~~could ~~does~~cause ~~not~~targets ~~meet~~companies ~~such~~to ~~criteria~~demand ~~and~~improved ~~guidelines,~~financial ~~and~~terms. asAttractive adeals ~~result~~could also become scarcer for other reasons, ~~the~~such ~~target~~as ~~business~~economic ~~with~~or ~~which~~industry wesector ~~enter~~downturns, ~~into~~geopolitical ~~our~~tensions, ~~initial~~or ~~business~~increases ~~combination~~in ~~may~~the ~~not~~cost ~~have~~of ~~attributes~~additional ~~entirely~~capital ~~consistent~~needed ~~with~~to ~~our~~close ~~general~~business ~~criteria~~combinations ~~and~~or ~~guidelines~~operate targets post-business combination.

~~Although~~This wecould ~~have~~delay ~~identified~~or ~~general~~otherwise ~~criteria~~complicate and guidelines for evaluating prospective target businesses, it is possible that a 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~~frustrate ~~of these guidelines, such combination may not be as successful as a combination with a business that does meet all of~~ our ~~general~~ability criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to ~~meet~~find 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 law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and ~~guidelines.~~consummate Ifan ~~we are unable to complete our~~ initial business combination~~, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless~~.

We may ~~seek~~issue ~~business~~additional ~~combination~~ordinary ~~opportunities~~shares ~~with~~or apreferred ~~financially~~shares ~~unstable~~to complete our initial business combination or under an ~~entity~~employee ~~lacking~~incentive anplan ~~established~~after ~~record~~completion of ~~revenue~~our orinitial ~~earnings,~~business ~~which~~combination. ~~could~~We ~~subject~~may usalso issue Class A ordinary shares upon the conversion of the Class B ordinary shares at a ratio greater than one-to-one ~~volatile~~at ~~revenues,~~the ~~cash~~time ~~flows~~of orcompletion ~~earnings~~of orour ~~difficulty~~initial business combination as a result of the anti-dilution provisions contained in ~~retaining~~our ~~key~~second ~~personnel~~amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.

ToOur second amended and restated memorandum and articles of association authorizes the ~~extent~~issuance weof ~~complete~~up ~~our~~to ~~initial~~800,000,000 ~~business~~Class A ~~combination~~ordinary ~~with~~shares, apar ~~financially~~value ~~unstable~~$0.0001 ~~business~~per orshare, an199,000,000 ~~entity~~Class B ~~lacking~~ordinary anshares, ~~established~~par ~~record~~value $0.0001 per share, and 1,000,000 undesignated preferred shares, par value $0.0001 per share. As of ~~revenues~~April 14, ~~cash~~2023, ~~flows~~there orare ~~earnings~~790,317,392 weand ~~may~~193,250,000 beauthorized ~~affected~~but byunissued ~~numerous~~Class A ~~risks~~ordinary ~~inherent~~shares inand ~~the~~Class B ~~operations~~ordinary ofshares, ~~the~~respectively, ~~business~~available ~~with~~for issuance, which weamount ~~combine.~~does ~~These~~not ~~risks~~take ~~include~~into ~~volatile~~account ~~revenues,~~Class A ~~cash~~ordinary ~~flows~~shares orreserved ~~earnings~~for ~~and~~issuance ~~difficulties~~upon inexercise ~~obtaining~~of ~~and~~outstanding ~~retaining~~warrants, ~~key~~or ~~personnel~~shares issuable upon conversion of Class B ordinary shares. ~~Although~~Our ~~our~~Class B ~~officers~~ordinary ~~and~~shares ~~directors~~are ~~will~~automatically ~~endeavor~~convertible tointo ~~evaluate~~Class A ordinary shares at the ~~risks~~time ~~inherent~~of incompletion aof ~~particular~~our ~~target~~initial business combination, weinitially ~~may~~at ~~not~~a beone-for-one ~~able~~ratio but subject to ~~properly~~adjustment ~~ascertain~~as orset ~~assess~~forth ~~all~~herein. ofThere ~~the~~are ~~significant~~no ~~risk~~preferred ~~factors~~shares issued and weoutstanding. ~~may~~Our ~~not~~Class B ~~have~~ordinary ~~adequate~~shares ~~time~~are toconvertible ~~complete~~into ~~due~~Class A ~~diligence.~~ordinary ~~Furthermore,~~shares ~~some~~initially ofat ~~these~~a ~~risks~~one-for-one ~~may~~ratio bebut ~~outside~~subject ofto ~~our~~adjustment ~~control~~as ~~and~~set ~~leave~~forth usherein, ~~with~~including noin ~~ability~~certain tocircumstances ~~control~~in orwhich ~~reduce~~we ~~the~~issue ~~chances~~Class A ~~that~~ordinary ~~those~~shares ~~risks~~or ~~will~~equity-linked ~~adversely~~securities ~~impact~~related ato ~~target~~our initial business combination.

31We may issue a substantial number of additional ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of completion of our initial business combination as a result of the anti-dilution provisions contained in our second amended and restated memorandum and articles of association. However, our second amended and restated memorandum and articles of association provides, among other things, that prior to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our second amended and restated memorandum and articles of association, like all provisions of our second amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary shares or preferred shares:

~~Table~~• may significantly dilute the equity interest of ~~Contents~~investors in our initial public offering;

As34 the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could even result in our inability to find a target or to consummate an initial business combination.

InTable 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 seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination. Contents

In• ~~addition,~~may ~~because~~subordinate ~~there~~the ~~are~~rights ~~more~~of ~~special~~holders ~~purpose~~of ~~acquisition~~ordinary ~~companies~~shares ~~seeking~~if topreferred ~~enter~~shares ~~into~~are anissued ~~initial business combination~~ with ~~available~~rights ~~targets,~~senior ~~the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies~~ to ~~demand~~those ~~improved~~afforded 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~~our ~~business~~ordinary ~~combinations or operate targets post-business combination.~~ shares

~~This~~• could ~~delay~~cause ora ~~otherwise~~change ~~complicate~~in orcontrol ~~frustrate~~if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to ~~find~~use our net operating loss carry forwards, if any, and ~~consummate~~could anresult ~~initial~~in ~~business~~the ~~combination.~~resignation or removal of our present officers and directors; and

~~than one-to-one at~~• may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

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

Unless we complete our business combination with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a ~~one-for-one ratio~~ member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm. However, our shareholders may not be provided with a copy of such opinion, nor will they be able to rely on such opinion.

~~than one-~~Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to~~-one at~~ locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

•We ~~may~~anticipate ~~significantly~~that ~~dilute~~the investigation of each specific target business and the ~~equity~~negotiation, ~~interest~~drafting and execution of ~~investors~~relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our 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 are unable to complete our initial business combination, our public ~~offering;~~shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

32Our current officers may not remain in their positions following our business combination. We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us.

~~Table~~When evaluating the desirability of ~~Contents~~effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in

•35 ~~may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded to our ordinary shares~~

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

• the ~~may~~value ~~adversely~~of ~~affect~~their ~~prevailing~~securities. ~~market~~Such ~~prices~~shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our ~~units~~officers or directors of a duty of care or other fiduciary duty owed to them, ~~Class~~or Aif ~~ordinary~~they ~~shares~~are ~~and/~~able to successfully bring a private claim under securities laws that the proxy solicitation or ~~warrants~~tender offer materials (as applicable) relating to the business combination contained an actionable material misstatement or material omission.

WeThe ~~are~~officers ~~not~~and ~~required~~directors toof ~~obtain~~ an ~~opinion~~acquisition ~~from~~candidate anmay ~~independent~~resign ~~investment~~upon ~~banking~~completion ~~firm~~of orour ~~from~~initial anbusiness ~~independent~~combination. ~~accounting~~The ~~firm,~~loss ~~and~~of ~~consequently,~~a ~~you~~business ~~may~~combination ~~have~~target’s nokey ~~assurance~~personnel ~~from~~could annegatively ~~independent~~impact ~~source that~~ the ~~price~~operations weand ~~are~~profitability ~~paying~~of ~~for the business is fair to~~ our ~~company~~post-combination ~~from a financial point of view~~business.

~~Unless~~The werole ~~complete~~of ~~our business combination with~~ an ~~affiliated~~acquisition ~~entity,~~candidate’s wekey ~~are~~personnel ~~not~~upon ~~required~~the tocompletion ~~obtain an opinion from an independent investment banking firm that is a member~~ of ~~FINRA~~our orinitial ~~from~~business ancombination ~~independent~~cannot ~~accounting~~be ~~firm~~ascertained ~~that~~at ~~the~~this ~~price we are paying is fair to our company from a financial point of view~~time. IfAlthough nowe ~~opinion~~contemplate isthat ~~obtained,~~certain ~~our~~members ~~shareholders will be relying on the judgment~~ of ~~our~~an ~~board~~acquisition ofcandidate’s ~~directors,~~management ~~who~~team will ~~determine~~remain ~~fair~~associated ~~market~~with ~~value based on standards generally accepted by~~ the ~~financial~~acquisition ~~community.~~candidate ~~Such~~following ~~standards used will be disclosed in~~ our ~~proxy solicitation or tender offer materials, as applicable, related to our~~ initial business combination., Ifit ~~our board of directors~~ is ~~not~~possible ~~able~~that tomembers ~~independently~~of ~~determine~~ the ~~fair~~management ~~market value~~ of ~~our~~an ~~initial~~acquisition ~~business~~candidate ~~combination, we~~ will ~~obtain an opinion from an independent investment banking firm. However, our shareholders may~~ not bewish ~~provided with a copy of such opinion, nor will they be able~~ to ~~rely~~remain onin ~~such opinion~~place.

~~Resources~~We ~~could~~may only be ~~wasted~~able into ~~researching~~complete one business ~~combinations~~combination ~~that~~with ~~are~~the ~~not~~proceeds ~~completed,~~of ~~which~~our ~~could~~initial ~~materially~~public ~~adversely~~offering ~~affect~~and ~~subsequent~~the ~~attempts~~sale toof ~~locate~~the ~~and~~private ~~acquire~~placement orwarrants, ~~merge~~which ~~with~~will ~~another~~cause ~~business.~~us Ifto webe ~~are~~solely ~~unable~~dependent toon ~~complete~~a ~~our~~single ~~initial~~ business ~~combination,~~which ~~our public shareholders~~ may ~~only~~have ~~receive~~a ~~their~~limited ~~pro rata~~number ~~portion~~ of ~~the~~products ~~funds~~or inservices. ~~the~~This ~~trust~~lack ~~account~~of ~~that~~diversification ~~are~~may ~~available~~negatively ~~for~~impact ~~distribution~~our tooperations ~~public shareholders,~~ and ~~our warrants will expire worthless~~profitability.

WeThe ~~anticipate~~net ~~that~~proceeds ~~the~~from ~~investigation~~our ofinitial ~~each~~public ~~specific~~offering ~~target business~~ and the ~~negotiation,~~sale ~~drafting and execution~~ of ~~relevant~~the ~~agreements,~~private ~~disclosure~~placement ~~documents~~warrants ~~and~~provided ~~other~~us ~~instruments~~with ~~will~~up ~~require~~to ~~substantial management time and attention and substantial costs for accountants~~$243, ~~attorneys~~250,000 ~~consultants~~that ~~and others. If~~ we ~~decide~~may ~~not~~use to complete aour ~~specific~~ initial business combination, ~~the~~(after ~~costs~~taking ~~incurred~~into upaccount ~~to that point for~~ the ~~proposed transaction likely would not be recoverable. Furthermore~~$8, ~~if we reach an agreement relating to a specific target business~~050,000 ~~we may fail to complete our initial business combination for any number~~ of ~~reasons~~deferred ~~including~~underwriting ~~those~~commissions ~~beyond~~being ~~our~~held ~~control. Any such event will result~~ in ~~a loss to us of~~ the ~~related~~trust ~~costs~~account ~~incurred which could materially adversely affect subsequent attempts to locate~~ and ~~acquire~~the orestimated ~~merge~~expenses ~~with~~of ~~another business. If we are unable to complete~~ our initial ~~business combination, our~~ public ~~shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless~~offering).

~~Our~~We ~~current~~may ~~officers~~effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not ~~remain~~be inable ~~their~~to ~~positions~~effectuate ~~following~~ our initial business combination. Wewith ~~may~~more ~~have~~than aone ~~limited~~target ~~ability~~business tobecause ~~assess~~of various factors, including the ~~management~~existence of acomplex ~~prospective~~accounting ~~target~~issues ~~business~~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 ~~result,~~combined ~~may~~basis. ~~effect~~By completing our initial business combination with only a ~~target~~single ~~business~~entity, ~~whose~~our ~~management~~lack of diversification may ~~not~~subject ~~have~~us ~~the~~to ~~skills~~numerous economic, ~~qualifications~~competitive orand ~~abilities~~regulatory developments. Further, we would not be able to ~~manage~~diversify aour ~~public~~operations ~~company,~~or ~~which~~benefit ~~could,~~from inthe ~~turn~~possible spreading of risks or offsetting of losses, ~~negatively~~unlike ~~impact~~other entities which may have the ~~value~~resources ofto ~~our~~complete ~~shareholders’~~several ~~investment~~business combinations in usdifferent industries or different areas of a single industry. Accordingly, the prospects for our success may be:

~~When~~• ~~evaluating~~solely ~~the~~dependent ~~desirability~~upon ~~of effecting our initial business combination with a prospective target business, our ability to assess~~ the ~~target~~performance ~~business’s~~of ~~management may be limited due to~~ a ~~lack~~single ~~of time, resources or information. Our assessment of the capabilities of the target~~ business~~’s management~~, ~~therefore,~~property ~~may prove to be incorrect and such management may lack the skills, qualifications~~ or ~~abilities we suspected. Should the target business’s management not possess the skills~~assets, ~~qualifications~~ or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in

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

~~Table~~This lack of ~~Contents~~diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our business combination.

~~the~~We ~~value~~may ofattempt ~~their securities. Such shareholders are unlikely~~ to ~~have~~simultaneously acomplete ~~remedy~~business ~~for~~combinations ~~such~~with ~~reduction~~multiple inprospective ~~value~~targets, ~~unless~~which ~~they~~may ~~are~~hinder ~~able~~our toability ~~successfully claim that the reduction was due~~ to ~~the~~complete ~~breach by~~ our ~~officers~~initial orbusiness ~~directors~~combination ofand agive ~~duty~~rise ~~of care or other fiduciary duty owed~~ to ~~them,~~increased orcosts ifand ~~they~~risks ~~are able to successfully bring a private claim under securities laws~~ that ~~the~~could ~~proxy~~negatively ~~solicitation~~impact orour ~~tender~~operations ~~offer~~and ~~materials (as applicable) relating to the business combination contained an actionable material misstatement or material omission~~profitability.

~~The~~If ~~officers~~we ~~and~~determine ~~directors~~to ofsimultaneously anacquire ~~acquisition~~several ~~candidate~~businesses ~~may~~that ~~resign~~are ~~upon~~owned ~~completion~~by different sellers, we will need for each of such sellers to agree that our ~~initial~~purchase of its business ~~combination.~~is ~~The~~contingent ~~loss~~on the simultaneous closings of athe other business ~~combination~~combinations, ~~target’s~~which ~~key~~may ~~personnel~~make ~~could~~it ~~negatively~~more ~~impact~~difficult ~~the~~for ~~operations~~us, and ~~profitability~~delay of our ~~post-combination~~ability, ~~business.~~to complete our

~~The~~36 role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

WeTable may only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. Contents

~~The~~ initial ~~net~~business ~~proceeds~~combination. ~~from~~With ~~our~~multiple ~~initial~~business ~~public~~combinations, ~~offering~~we ~~and~~could ~~the~~also ~~sale~~face ofadditional ~~the~~risks, ~~private~~including ~~placement~~additional ~~warrants~~burdens ~~provided~~and uscosts with uprespect to ~~$243,250,000~~possible ~~that~~multiple wenegotiations ~~may~~and ~~use~~due todiligence ~~complete~~investigations ~~our~~(if ~~initial~~there ~~business~~are ~~combination~~multiple ~~(after~~sellers) ~~taking~~and ~~into~~the ~~account~~additional risks associated with the ~~$8,050,000~~subsequent assimilation of ~~deferred~~the ~~underwriting~~operations ~~commissions~~and ~~being~~services ~~held~~or inproducts of the ~~trust~~acquired ~~account~~companies ~~and~~in ~~the~~a ~~estimated~~single ~~expenses~~operating ofbusiness. If we are unable to adequately address these risks, it could negatively impact our ~~initial~~profitability ~~public~~and ~~offering)~~results of operations.

We may ~~effectuate~~attempt ~~our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able~~ to ~~effectuate~~complete our initial business combination with ~~more~~a ~~than~~private ~~one~~company ~~target~~about ~~business~~which ~~because~~little ofinformation ~~various~~is ~~factors~~available, ~~including~~which ~~the~~may ~~existence~~result ofin complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results, and the financial condition of several target businesses as if they had been operated on a ~~combined basis. By completing our initial~~ business combination with ~~only~~ a ~~single~~company ~~entity,~~that ~~our~~is ~~lack~~not ofas ~~diversification~~profitable ~~may~~as ~~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~~suspected, ~~unlike~~if ~~other~~at ~~entities which may have the resources to complete several business combinations in different industries or different areas of a single industry~~all. ~~Accordingly, the prospects for our success may be:~~

•In ~~solely~~pursuing ~~dependent~~our ~~upon~~business ~~the~~combination ~~performance~~strategy, ofwe may seek to effectuate our initial business combination with a ~~single~~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, ~~property~~which ormay ~~assets~~result in a business combination with a company that is not as profitable as we suspected, orif at all.

•Our ~~dependent~~management ~~upon~~may ~~the~~not ~~development~~be orable ~~market~~to ~~acceptance~~maintain control of a ~~single~~target orbusiness ~~limited~~after ~~number~~our initial business combination. We cannot provide assurance that, upon loss of ~~products~~control of a target business, ~~processes~~new management will possess the skills, qualifications or ~~services~~abilities necessary to profitably operate such business.

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

We ~~may~~do ~~attempt~~not tohave ~~simultaneously~~a ~~complete~~specified ~~business~~maximum ~~combinations~~redemption ~~with~~threshold. ~~multiple~~The ~~prospective~~absence ~~targets,~~of ~~which~~such a redemption threshold may ~~hinder~~make ~~our~~it ~~ability~~possible for us to complete ~~our~~a ~~initial~~ business combination ~~and~~with ~~give~~which ~~rise~~a tosubstantial ~~increased~~majority ~~costs~~of ~~and risks that could negatively impact~~ our ~~operations~~shareholders ~~and~~do ~~profitability~~not agree.

IfOur second amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no event will we ~~determine~~redeem our public shares in an amount that would cause our net tangible assets to ~~simultaneously~~be ~~acquire~~less ~~several~~than ~~businesses~~$5,000,001 (such that we are ~~owned~~not bysubject ~~different~~to ~~sellers~~the SEC’s “penny stock” rules). As a result, we ~~will~~may ~~need~~be ~~for~~able ~~each~~to complete our business combination even though a substantial majority of ~~such~~our ~~sellers~~public toshareholders do not agree ~~that~~with ~~our~~the ~~purchase~~transaction and have redeemed their shares or, if we seek shareholder approval of ~~its~~our initial business iscombination ~~contingent~~and ondo not conduct redemptions in connection with our initial business combination pursuant to the ~~simultaneous~~tender ~~closings~~offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the ~~other~~event ~~business~~the ~~combinations,~~aggregate ~~which~~cash ~~may~~consideration ~~make~~we itwould ~~more~~be ~~difficult~~required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, ~~and~~we ~~delay~~will ~~our~~not ~~ability~~complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to ~~complete~~the ~~our~~holders thereof, and we instead may search for an alternate business combination.

3437

~~initial~~Our ~~business~~second ~~combination.~~amended ~~With multiple business combinations, we could also face additional risks, including additional burdens~~ and ~~costs~~restated ~~with~~memorandum ~~respect to possible multiple negotiations~~ and ~~due~~articles ~~diligence~~of ~~investigations~~association ~~(if~~will ~~there~~require ~~are multiple sellers) and~~ the ~~additional~~affirmative ~~risks~~vote ~~associated~~of ~~with~~a ~~the~~majority ~~subsequent assimilation~~ of ~~the~~our ~~operations~~board ~~and services or products~~ of ~~the~~directors ~~acquired~~to ~~companies~~approve inour ainitial ~~single operating~~ business. Ifcombination, wewhich ~~are~~may ~~unable~~have tothe ~~adequately~~effect ~~address~~of ~~these~~delaying ~~risks,~~or itpreventing ~~could~~a ~~negatively~~business ~~impact~~combination that our ~~profitability~~public ~~and~~shareholders ~~results~~would ofconsider ~~operations~~favorable.

WeOur ~~may~~second ~~attempt~~amended toand ~~complete~~restated memorandum and articles of association will require the affirmative vote of a majority of our board of directors. Accordingly, it is unlikely that we will be able to enter into an initial business combination ~~with~~unless aour ~~private~~board ~~company~~members ~~about~~find ~~which~~the ~~little~~target ~~information~~and isthe ~~available,~~business ~~which~~combination attractive. This may ~~result~~make init amore difficult for us to approve and enter into an initial business combination ~~with~~than aother ~~company~~blank ~~that~~check iscompanies and could result in us not aspursuing ~~profitable~~an asacquisition wetarget ~~suspected,~~or ifother atboard ~~all~~or corporate action that our public shareholders would find favorable.

In ~~pursuing~~order to effectuate our initial business combination ~~strategy~~, we may seek to ~~effectuate~~amend our ~~initial~~second ~~business~~amended ~~combination~~and ~~with~~restated amemorandum ~~privately~~and ~~held~~articles ~~company.~~of ~~Very~~association ~~little~~or ~~public~~other ~~information~~governing ~~generally~~instruments ~~exists~~in ~~about~~a ~~private~~manner ~~companies,~~that ~~and~~will ~~we could be required to~~ make ~~our~~it ~~decision~~easier onfor ~~whether~~us to ~~pursue~~complete aour ~~potential~~ initial business combination onbut ~~the~~that ~~basis~~some of ~~limited~~our ~~information,~~shareholders ~~which~~or ~~may~~warrant ~~result~~holders inmay ~~a business combination with a company that is~~ not ~~as profitable as we suspected, if at all~~support.

~~Our~~In ~~management~~order ~~may~~to ~~not~~effectuate bea ~~able~~business tocombination, ~~maintain~~blank ~~control~~check companies have, in the past, amended various provisions of atheir ~~target~~constitutional ~~business~~documents ~~after~~and ~~our~~modified ~~initial~~governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and changed industry focus. We cannot ~~provide~~assure ~~assurance~~you that, ~~upon~~we ~~loss~~will ofnot ~~control~~seek ofto aamend ~~target~~our ~~business,~~second ~~new~~amended ~~management~~and ~~will~~restated ~~possess~~memorandum ~~the~~and ~~skills,~~articles ~~qualifications~~of association or ~~abilities~~governing ~~necessary~~instruments in order to ~~profitably~~effectuate ~~operate~~our ~~such~~initial business combination though amending our second amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law.

WeCertain ~~may~~provisions ~~structure~~of ~~a business combination so that the post-transaction company in which~~ our ~~public~~second ~~shareholders~~amended ~~own~~and ~~shares~~restated ~~will~~memorandum ~~own~~and ~~less~~articles ~~than 100%~~ of ~~the~~association ~~outstanding~~that ~~equity~~relate ~~interests~~to orour ~~assets of a target~~ pre-business, ~~but we will only complete such business~~ combination ifactivity ~~the~~(and ~~post-transaction~~corresponding ~~company~~provisions ~~owns or acquires 50% or more~~ of the ~~outstanding~~agreement ~~voting~~governing ~~securities of~~ the ~~target~~release orof ~~otherwise~~funds ~~acquires~~from anour ~~interest~~trust inaccount) ~~the~~may ~~target sufficient for the post-transaction company not to~~ be ~~required~~amended towith ~~register as an investment company under~~ the ~~Investment~~approval ~~Company~~of ~~Act.~~holders Weof ~~will~~at ~~not~~least ~~consider any transaction that does not meet such criteria. Even if the post~~two-~~transaction~~thirds ~~company owns 50% or more~~ of ~~the voting securities of the target,~~ our ~~shareholders~~ordinary ~~prior~~shares towho ~~the~~attend ~~business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target~~ and usvote in ~~the~~a ~~business~~general ~~combination transaction. For example~~meeting, ~~we could pursue a transaction in~~ which weis ~~issue~~ a ~~substantial~~lower ~~number~~amendment ofthreshold ~~new~~than ~~shares~~that ~~in exchange for all~~ of ~~the~~some ~~outstanding~~other ~~capital~~blank ~~stock~~check ~~of a target~~companies. InIt ~~this~~may ~~case,~~be weeasier ~~would~~for ~~acquire~~us, ~~a 100% interest in the target. However~~therefore, asto aamend ~~result~~our ofsecond ~~the~~amended ~~issuance~~and ofrestated amemorandum ~~substantial~~and ~~number~~articles of ~~new~~association ~~shares,~~and ~~our~~the ~~shareholders~~trust ~~immediately~~agreement ~~prior~~ to ~~such~~facilitate ~~transaction~~the ~~could~~completion ~~own less than a majority~~ of ~~our~~an ~~outstanding~~initial ~~ordinary~~business ~~shares~~combination ~~subsequent~~that tosome ~~such~~of ~~transaction.~~our ~~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 stock 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~~support.

WeSome doother ~~not~~blank check companies have a ~~specified~~provision ~~maximum~~in ~~redemption~~their ~~threshold~~constitutional documents which prohibits the amendment of certain of its constitutional provisions, including those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s shares. ~~The~~In ~~absence~~those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our second amended and restated memorandum and articles of association provides that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such aamounts except in specified circumstances, and to provide redemption ~~threshold~~rights ~~may~~to ~~make~~public itshareholders, ~~possible~~as ~~for~~described usherein), but excluding the provisions of the articles relating to ~~complete~~the election or removal of directors and continuation of the company in a ~~business~~jurisdiction ~~combination~~outside ~~with~~the ~~which~~Cayman Islands, may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a ~~substantial~~general ~~majority~~meeting, and corresponding provisions of the trust agreement governing the release of funds from our ~~shareholders~~trust doaccount ~~not~~may ~~agree~~be amended if approved by holders of 65% of our ordinary shares. Our initial shareholders, who collectively beneficially own 20% of our ordinary shares, may participate in any vote to amend our second amended and restated memorandum and articles of association and/or trust agreement and will have the

~~Our~~38 second amended and restated memorandum and articles of association do 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 (such that we are not subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements 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 Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination

35Table of Contents

~~Table~~ discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of ~~Contents~~our second amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our second amended and restated memorandum and articles of association.

Our Sponsor, officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated memorandum and articles of association that would affect the substance or timing of our obligation to redeem ~~any~~100% of our public shares if we have not consummated an initial business combination within the completion window, ~~all~~unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares ~~submitted~~upon ~~for~~approval ~~redemption~~of ~~will~~any besuch ~~returned~~amendment at a per-share price, payable in cash, equal to the ~~holders~~aggregate ~~thereof~~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 make permitted withdrawals, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we ~~instead~~have ~~may~~entered ~~search~~into with our Sponsor, officers, directors and director nominees. 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, officers, directors or director nominees for anany ~~alternate~~breach ~~business~~of ~~combination~~these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

~~Our~~We ~~second~~may ~~amended~~be ~~and~~unable ~~restated~~to ~~memorandum~~obtain ~~and~~additional ~~articles~~financing ofto ~~association~~complete ~~will~~our ~~require~~initial business combination or to fund the ~~affirmative~~operations ~~vote~~and growth of a ~~majority~~target ofbusiness, ~~our~~which ~~board~~could ofcompel ~~directors~~us to ~~approve~~restructure or abandon a particular business combination. If we are unable to complete our initial business combination, ~~which~~our public shareholders may ~~have~~only ~~the~~receive ~~effect~~their pro rata portion of ~~delaying~~the orfunds ~~preventing~~in athe ~~business~~trust ~~combination~~account that ~~our~~are available for distribution to public shareholders, ~~would~~and ~~consider~~our ~~favorable~~warrants will expire worthless.

~~Our~~Although ~~second~~we ~~amended~~believe ~~and~~that ~~restated~~the ~~memorandum~~net proceeds of our initial public offering and ~~articles~~the sale of ~~association~~the private placement warrants will ~~require~~be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the ~~affirmative~~capital ~~vote~~requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a ~~majority~~target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our ~~board~~initial business combination or the terms of ~~directors.~~negotiated ~~Accordingly~~transactions to purchase shares in connection with our initial business combination, itwe ismay ~~unlikely~~be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that wesuch financing will be ~~able~~available on acceptable terms, if at all. To the extent that additional financing proves to ~~enter~~be ~~into~~unavailable anwhen needed to complete our initial business combination, ~~unless~~we ~~our~~would ~~board~~be ~~members~~compelled ~~find~~to either restructure the ~~target~~transaction ~~and~~or ~~the~~abandon that particular business combination ~~attractive~~and seek an alternative target business candidate. ~~This~~If we are unable to complete our initial business combination, our public shareholders may ~~make~~only itreceive ~~more~~their ~~difficult~~pro rata portion of the funds in the trust account that are available for usdistribution to ~~approve~~public shareholders, and ~~enter~~our ~~into~~warrants anwill ~~initial~~expire worthless. In addition, even if we do not need additional financing to complete our business combination, ~~than~~we ~~other~~may ~~blank~~require ~~check~~such ~~companies~~financing ~~and~~to fund the operations or growth of the target business. The failure to secure additional financing could ~~result~~have ina usmaterial ~~not~~adverse ~~pursuing~~effect anon ~~acquisition~~the ~~target~~continued development or ~~other~~growth ~~board~~of orthe ~~corporate~~target ~~action~~business. ~~that~~None of our ~~public~~officers, directors or shareholders ~~would~~is ~~find~~required ~~favorable~~to provide any financing to us in connection with or after our business combination.

InThe ~~order~~securities toin ~~effectuate~~the ~~our~~trust ~~initial~~account ~~business~~could ~~combination,~~bear wea ~~may~~negative ~~seek~~rate toof ~~amend~~interest, ~~our~~which ~~second~~could ~~amended~~reduce ~~and~~the ~~restated~~value ~~memorandum and articles~~ of ~~association~~the orassets ~~other~~held ~~governing instruments~~ in atrust ~~manner~~such that ~~will~~the ~~make~~per-share itredemption ~~easier~~amount ~~for~~received usby topublic ~~complete our initial business combination but that some of our~~ shareholders ormay ~~warrant~~be ~~holders~~less ~~may~~than ~~not~~$10.25 ~~support~~per share.

InThe ~~order~~proceeds toheld ~~effectuate a business combination, blank check companies have,~~ in the ~~past,~~Trust ~~amended~~Account ~~various~~are ~~provisions~~invested ofonly ~~their~~in ~~constitutional documents and modified governing instruments~~U.S. ~~For~~government ~~example,~~treasury ~~blank~~obligations ~~check~~with ~~companies~~a ~~have~~maturity ~~amended the definition~~ of ~~business~~185 ~~combination,~~days ~~increased~~or ~~redemption~~less ~~thresholds and changed industry focus. We cannot assure you that we will not seek to amend our second amended and restated memorandum and articles of association~~ or ~~governing instruments~~ in ~~order~~money tomarket ~~effectuate~~funds ~~our~~meeting ~~initial~~certain ~~business~~conditions ~~combination~~under ~~though~~Rule ~~amending~~2a-7 ~~our~~under ~~second~~the ~~amended~~Investment ~~and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law.~~

~~our pre-business combination~~39

least two-thirds Table of Contents

~~pre~~ 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 our initial business combination or make certain amendments to our second amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public shareholders. In addition, we are allowed to remove permitted withdrawals to pay our taxes; this means that even with a positive interest rate, most or all of the interest income may be withdrawn by us and not be available to fund our business combination or to be returned to investors upon a redemption.

~~pre-~~We may reincorporate in another jurisdiction in connection with our initial business combination, in which case the laws of such jurisdiction would govern some or all of our future material agreements, and we may not be able to enforce our legal rights.

~~least two-thirds~~ In connection with our 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.

36Risks Relating to Our Management Team

~~Table~~We ofare ~~Contents~~dependent upon our 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 ~~pre-~~ officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our 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 officers. The unexpected loss of the services of one or more of our directors or officers or their removal could have a detrimental effect on us.

~~a per~~Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel. The loss of key personnel could negatively impact the operations and profitability of our post-~~share price,~~combination business.

WeOur ~~may~~ability beto ~~unable~~successfully toeffect ~~obtain~~our ~~additional~~business ~~financing~~combination tois ~~complete~~dependent upon the efforts of our ~~initial~~key ~~business~~personnel. ~~combination~~The orrole toof ~~fund~~our key personnel in the ~~operations~~target ~~and~~business, ~~growth~~however, cannot presently be ascertained. Although some of aour key personnel may remain with the target business, ~~which~~in ~~could~~senior ~~compel~~management usor toadvisory ~~restructure~~positions following our business combination, it is likely that some or ~~abandon~~all aof ~~particular~~the management of the target business ~~combination~~will remain in place. IfWhile we ~~are~~intend ~~unable~~ to ~~complete~~closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our ~~public~~assessment ~~shareholders~~of these individuals will prove to be correct. These individuals may ~~only~~be ~~receive~~unfamiliar ~~their~~with ~~pro rata~~the ~~portion~~requirements of ~~the~~operating ~~funds~~a incompany regulated by the ~~trust~~SEC, ~~account~~which ~~that~~could ~~are~~cause ~~available~~us ~~for~~to ~~distribution~~have to ~~public~~expend ~~shareholders,~~time and ~~our~~resources ~~warrants~~helping ~~will~~them ~~expire~~become ~~worthless~~familiar with such requirements.

~~Although~~In ~~we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination~~addition, ~~because we have not yet selected any prospective target business we cannot ascertain~~ the ~~capital~~officers ~~requirements for any particular transaction. If the net proceeds of our initial public offering~~ and ~~the~~directors ~~sale~~ of ~~the~~an ~~private~~acquisition ~~placement~~candidate ~~warrants~~may ~~prove~~resign toupon becompletion ~~insufficient, either because~~ of ~~the size of~~ our initial business combination,. ~~the~~The ~~depletion~~departure 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 our initial business~~ combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target’s ~~business~~key ~~candidate.~~personnel If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could ~~have~~negatively aimpact material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our business combination.

~~the per-share redemption~~40

under Rule 2a-7 underTable of Contents

37 the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

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

Our key personnel may be able to remain with our company after the completion of our business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their ~~pro-rata share~~ motivation in identifying and selecting a target business.

~~the per-share redemption~~Our 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. These conflicts of interest could have a negative impact on our ability to complete our initial business combination.

WeOur officers and directors are not required to, and will not, commit their full time to our affairs, which may ~~reincorporate~~result in ~~another~~a ~~jurisdiction~~conflict of interest in ~~connection~~allocating ~~with~~their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination,. Each of our officers is engaged in several other business endeavors for which ~~case~~he ~~the~~may ~~laws~~be ofentitled ~~such~~to ~~jurisdiction~~substantial ~~would~~compensation, ~~govern~~and ~~some~~our orofficers ~~all~~are not obligated to contribute any specific number of hours per week to our ~~future~~affairs. ~~material~~If ~~agreements,~~our officers’ and wedirectors’ 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 ~~not~~have bea ~~able~~negative impact on our ability to ~~enforce~~complete our ~~legal~~initial ~~rights~~business combination.

InCertain ~~connection~~of ~~with~~ our ~~initial~~officers ~~business~~and ~~combination,~~directors weare ~~may~~now, ~~relocate~~and ~~the~~all ~~home jurisdiction~~ of ~~our~~them ~~business~~may ~~from~~in the ~~Cayman~~future ~~Islands to another jurisdiction. If we determine to do this~~become, ~~the~~affiliated ~~laws~~with ofentities ~~such~~engaged ~~jurisdiction~~in ~~may~~business ~~govern~~activities ~~some~~similar orto ~~all~~those ofintended ~~our~~to ~~future~~be ~~material~~conducted ~~agreements.~~by ~~The~~us ~~system~~and, ofaccordingly, ~~laws~~may ~~and~~have ~~the~~conflicts ~~enforcement~~ of ~~existing~~interest ~~laws~~ in ~~such~~allocating ~~jurisdiction~~their ~~may~~time ~~not be as certain in implementation~~ and ~~interpretation~~determining ~~as in the United States. The inability~~ to ~~enforce~~which orentity ~~obtain~~ a ~~remedy~~particular ~~under any of our future agreements could result in a significant loss of~~ business, ~~business~~opportunity ~~opportunities~~should orbe ~~capital~~presented.

~~Risks~~Until ~~Relating~~we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our ~~Management~~Sponsor ~~Team~~and officers and directors are, and may in the future become, affiliated with entities that are engaged in a similar business. Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they will 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. Our second amended and restated memorandum and articles of association provides that, to the maximum extent permitted by applicable law, 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 both us and another entity about which any member of our management team or director acquires knowledge and we will waive any claim or cause of action we may have in respect thereof.

We41 ~~are dependent upon our officers and directors and their loss could adversely affect our ability to operate.~~

key-manTable of Contents

Our ~~ability~~officers, todirectors, ~~successfully~~security ~~effect~~holders ~~our initial business combination~~ and totheir berespective ~~successful~~affiliates ~~thereafter~~may ~~will~~have bepecuniary ~~totally~~interests ~~dependent~~that ~~upon~~conflict ~~the~~with ~~efforts of~~ our ~~key personnel~~interests. ~~The loss of key personnel could negatively impact the operations and profitability of our post-combination business.~~

~~Our~~We ~~ability~~have tonot ~~successfully~~adopted ~~effect~~a ~~our~~policy ~~business~~that ~~combination~~expressly isprohibits ~~dependent~~our ~~upon~~directors, ~~the~~officers, ~~efforts~~security ofholders ~~our~~or ~~key~~affiliates ~~personnel.~~from ~~The~~having ~~role~~a ofdirect ~~our~~or ~~key~~indirect ~~personnel~~pecuniary inor ~~the~~financial ~~target~~interest ~~business,~~in ~~however,~~any ~~cannot~~investment ~~presently~~to be ~~ascertained.~~acquired ~~Although~~or ~~some~~disposed of ~~our~~by ~~key~~us ~~personnel~~or ~~may~~in ~~remain~~any ~~with~~transaction ~~the~~to ~~target~~which ~~business~~we inare ~~senior~~a ~~management~~party or ~~advisory~~have ~~positions~~an ~~following~~interest. ~~our~~In ~~business combination~~fact, itwe ismay ~~likely~~enter ~~that~~into ~~some~~a orbusiness ~~all~~combination ofwith ~~the~~a ~~management of the~~ target business ~~will~~that ~~remain~~is inaffiliated ~~place.~~with ~~While~~our weSponsor, ~~intend~~our todirectors ~~closely~~or ~~scrutinize~~officers, ~~any~~although ~~individuals~~ we ~~engage~~do ~~after~~not ~~our~~intend ~~initial~~to ~~business~~do ~~combination,~~so. weWe ~~cannot~~do ~~assure~~not ~~you~~have ~~that~~a ~~our~~policy ~~assessment~~that ofexpressly ~~these~~prohibits ~~individuals~~any ~~will~~such ~~prove~~persons tofrom beengaging ~~correct.~~for ~~These~~their ~~individuals~~own ~~may~~account bein ~~unfamiliar~~business ~~with~~activities ~~the requirements~~ of ~~operating~~the atypes ~~company~~conducted ~~regulated~~ by ~~the~~us. ~~SEC~~Accordingly, ~~which~~such ~~could~~persons ~~cause~~or usentities tomay have toa ~~expend~~conflict ~~time~~between ~~and~~their ~~resources~~interests ~~helping~~and ~~them become familiar with such requirements~~ours.

InWe ~~addition,~~may ~~the~~not ~~officers~~have ~~and~~sufficient ~~directors~~funds ofto ansatisfy ~~acquisition~~indemnification ~~candidate~~claims ~~may resign upon completion~~ of our ~~initial~~directors ~~business~~and ~~combination~~officers. ~~The departure of a business combination target’s key personnel could negatively impact~~

38We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, 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. 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 an 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.

~~Table~~We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of ~~Contents~~interest.

In light of the ~~operations~~involvement of our Sponsor, officers and ~~profitability~~directors ofwith other entities, we may decide to acquire one or more businesses affiliated with our ~~post-combination~~Sponsor, ~~business~~officers, directors or existing holders. ~~The~~Our ~~role~~officers and directors also serve as officers and board members for other entities, including, without limitation, those described under “Management — Conflicts of anInterest.” ~~acquisition~~They ~~candidate’s~~may ~~key~~also ~~personnel~~have ~~upon~~investments ~~the~~in ~~completion~~target businesses. Such entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our ~~initial~~business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination ~~cannot~~with beany ~~ascertained~~such atentity ~~this~~or ~~time~~entities. Although we ~~contemplate~~will ~~that~~not ~~certain~~be ~~members~~specifically offocusing anon, ~~acquisition~~or ~~candidate’s~~targeting, ~~management~~any ~~team~~transaction ~~will~~with ~~remain~~any ~~associated~~affiliated ~~with~~entities, ~~the~~we ~~acquisition~~would ~~candidate~~pursue ~~following~~such a transaction if we determined that such affiliated entity met our ~~initial~~criteria for a business combination, itas isset ~~possible~~forth ~~that~~in ~~members~~this ofAnnual Report under the ~~management~~heading “Acquisition Criteria” and such transaction was approved by a majority of anour ~~acquisition~~independent ~~candidate~~and ~~will~~disinterested ~~not~~directors. ~~wish~~Despite our obligation to ~~remain~~obtain inan ~~place.~~opinion ~~The~~from ~~loss~~an independent investment banking firm that is a member of ~~key~~FINRA ~~personnel~~or ~~could~~from ~~negatively~~an ~~impact~~independent accounting firm regarding the ~~operations~~fairness ~~and~~to ~~profitability~~our company from a financial point of ~~our~~view ~~post-~~of a business combination with one or more domestic or international businesses affiliated with our Sponsor, officers or directors, 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.

~~Our~~Since ~~key~~our ~~personnel~~Sponsor, ~~may~~officers ~~negotiate~~and ~~employment~~directors orwill ~~consulting~~lose ~~agreements~~their ~~with~~entire ainvestment ~~target business~~ in ~~connection~~us ~~with~~if aour ~~particular~~ business combination, ~~and~~is anot ~~particular~~completed ~~business~~(other ~~combination~~than ~~may~~with berespect ~~conditioned~~to onpublic ~~the~~shares ~~retention~~they ~~or resignation of such key personnel. These agreements~~ may ~~provide~~acquire ~~for~~during ~~them~~or toafter ~~receive compensation following~~ our ~~business~~initial ~~combination~~public ~~and~~offering), as a ~~result,~~conflict ~~may cause them to have conflicts~~ of interest may arise in determining whether a particular business combination target is ~~the~~appropriate ~~most~~for ~~advantageous~~our initial business combination.

~~Our~~As ~~key~~of ~~personnel~~March 24, ~~may~~2023, ~~be able to remain with~~ our ~~company~~initial ~~after~~shareholders ~~the~~own ~~completion~~an aggregate of ~~our~~5,750,000 ~~business~~founder ~~combination only if they are able to negotiate employment or consulting agreements in connection with the business combination~~shares. ~~Such~~The ~~negotiations~~number ~~would take place simultaneously with the negotiation~~ of ~~the~~founder ~~business~~shares ~~combination~~issued ~~and~~was ~~could~~determined ~~provide~~based ~~for~~on ~~such individuals to receive compensation in~~ the ~~form~~expectation ofthat ~~cash payments and/or our securities for services they would render to us after~~ the ~~completion~~total ofsize ~~the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests~~ of ~~such~~our ~~individuals~~initial ~~may~~public ~~influence~~offering ~~their motivation in identifying and selecting a target business.~~

~~Our~~42 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. These conflicts of interest could have a negative impact on our ability to complete our initial business combination.

OurTable 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 a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. Contents

~~Certain~~ would be a maximum of ~~our~~23,000,000 ~~officers~~units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after our initial public offering. In July 2021, our Sponsor transferred 50,000 founder shares to each of our three independent directors, ~~are~~75,000 ~~now~~founder shares to Jeremy Falk, our Chief Operating Officer, 50,000 founder to shares to Ryan Goepel, our Chief Financial Officer, and ~~all~~10,000 founder shares to each of ~~them~~our ~~may~~two members of our board of advisors. The founder shares will be worthless if we do not complete our initial business combination. In addition, our Sponsor purchased an aggregate of 13,250,000 private placement warrants, each exercisable for one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $13,250,000, or $1.00 per warrant, that will also be worthless if we do not complete a business combination. The founder shares are identical to the Class A ordinary shares included in the ~~future~~units ~~become~~being sold in our initial public offering, ~~affiliated~~except ~~with~~that ~~entities~~they ~~engaged~~are inClass B ordinary shares that automatically convert into our Class A ordinary shares at the time of completion of our initial business ~~activities~~combination ~~similar~~on a one-for-one basis, subject to ~~those~~adjustment ~~intended~~pursuant to becertain ~~conducted~~anti-dilution rights, as described herein. However, the holders have agreed (A) to vote any shares owned by usthem in favor of any proposed business combination and, ~~accordingly~~(B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, we may ~~have~~obtain ~~conflicts~~loans from our Sponsor, affiliates of ~~interest~~our inSponsor ~~allocating~~or ~~their~~an ~~time~~officer or director. The personal and ~~determining~~financial tointerests ~~which~~of ~~entity~~our officers and directors may influence their motivation in identifying and selecting a ~~particular~~target business ~~opportunity~~combination, ~~should~~completing bean ~~presented~~initial business combination and influencing the operation of the business following our initial business combination. This risk may become more acute as the end of the completion window nears.

~~Until~~Risks weRelating ~~consummate our initial business combination, we intend~~ to ~~engage in the business of identifying and combining with one or more businesses.~~ Our ~~Sponsor~~Securities and officers and directors are, and may in the future become, affiliated with entities that are engaged in a similar business. Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they will 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. Our second amended and restated memorandum and articles of association provides that, to the maximum extent permitted by applicable law, 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 both us and another entity about which any member of our management team or director acquires knowledge and we will waive any claim or cause of action we may have in respect thereof.

39Nasdaq may delist our securities from its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

~~Table~~Our units, Class A ordinary shares and warrants are currently listed on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum average global market capitalization and a minimum number of ~~Contents~~holders of our securities (generally 400 round lot holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share, we would be required to have a minimum of 400 round lot holders of our securities, with at least 50% of such round lot holders holding securities with a market value of at least $2,500, and we would be subject to certain other listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

~~Our~~If ~~officers,~~Nasdaq ~~directors,~~delists ~~security~~our ~~holders~~securities from trading on its exchange and ~~their~~we ~~respective~~are ~~affiliates~~not ~~may~~able ~~have~~to ~~pecuniary~~list ~~interests~~our ~~that~~securities ~~conflict~~on ~~with~~another national securities exchange, we expect our ~~interests~~securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

We• ~~have not adopted~~ a ~~policy~~limited ~~that~~availability ~~expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed~~ of bymarket usquotations orfor ~~in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with~~ our Sponsor, our directors or officers, although we do not intend to do so. We do not 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. securities;

We• ~~may~~reduced ~~not~~liquidity ~~have~~for ~~sufficient funds to satisfy indemnification claims of~~ our ~~directors and officers.~~ securities;

We• ~~have~~a ~~agreed~~determination tothat ~~indemnify~~ our ~~officers~~Class ~~and~~A ~~directors~~ordinary toshares ~~the~~are ~~fullest~~a ~~extent~~“penny ~~permitted~~stock” bywhich ~~law. However, our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination~~ will ~~agree,~~require tobrokers ~~waive~~trading ~~any right, title, interest or claim of any kind~~ in orour toClass ~~any~~A ~~monies~~ordinary inshares ~~the trust account and~~ to ~~not~~adhere ~~seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able~~ to bemore ~~satisfied~~stringent byrules ~~us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers~~ and ~~directors~~possibly ~~may~~result ~~discourage~~in ~~shareholders from bringing~~ a ~~lawsuit~~reduced ~~against~~level ~~our officers or directors for breach~~ of ~~their~~trading ~~fiduciary~~activity ~~duty.~~in ~~These provisions also may have~~ the ~~effect~~secondary oftrading ~~reducing~~market ~~the~~for ~~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. securities;

We• ~~may engage in~~ a ~~business~~limited ~~combination~~amount ~~with~~of ~~one~~news orand ~~more~~analyst ~~target~~coverage; ~~businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.~~ and

In• ~~light~~a ofdecreased ~~the~~ability ~~involvement of our Sponsor, officers and directors with other entities, we may decide~~ to ~~acquire~~issue ~~one~~additional orsecurities ~~more businesses affiliated with our Sponsor, officers, directors~~ or ~~existing~~obtain ~~holders.~~additional ~~Our~~financing officers and directors also serve as officers and board members for other entities, including, without limitation, those described under “Management — Conflicts of Interest.” They may also have investments in target businesses. Such entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in this Annual Report under the ~~heading “Acquisition Criteria” and such transaction was approved by a majority of our independent and disinterested directors~~future. Despite our obligation to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our Sponsor, officers or directors, 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~~43 our Sponsor, officers and directors will lose their entire investment in us if our business combination is not completed (other than with respect to public shares they may acquire during or after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

AsTable of March 30, 2022, our initial shareholders own an aggregate of 5,750,000 founder shares. The number of founder shares issued was determined based on the expectation that the total size of our initial public offering Contents

40The 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.”

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

~~a one-for-one basis,~~You will not be entitled to protections normally afforded to investors of many other blank check companies.

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

~~Nasdaq~~Our shareholders may ~~delist~~be ~~our~~held ~~securities~~liable ~~from~~for ~~its~~claims ~~exchange,~~by ~~which~~third ~~could~~parties ~~limit~~against ~~investors’~~us ~~ability~~ to ~~make~~the ~~transactions~~extent inof ~~our~~distributions ~~securities~~received ~~and~~by ~~subject~~them usupon toredemption ~~additional~~of ~~trading~~their ~~restrictions~~shares.

~~Our~~If ~~units,~~we ~~Class A ordinary shares and warrants~~ are ~~currently~~forced ~~listed~~to onenter ~~Nasdaq.~~into Wean ~~cannot~~insolvent ~~assure~~liquidation, ~~you~~any ~~that~~distributions ~~our~~received ~~securities~~by ~~will~~shareholders ~~continue~~could to be ~~listed~~viewed onas ~~Nasdaq~~an inunlawful ~~the~~payment ~~future~~if orit ~~prior~~was toproved ~~our~~that ~~initial~~immediately ~~business~~following ~~combination.~~the Indate ~~order~~on towhich ~~continue~~the ~~listing~~distribution ~~our~~was ~~securities~~made, onwe ~~Nasdaq~~were ~~prior~~unable to pay our ~~initial~~debts ~~business~~as ~~combination,~~they wefall ~~must~~due ~~maintain~~in ~~certain~~the ~~financial,~~ordinary ~~distribution~~course ~~and~~of ~~share~~business. ~~price~~As ~~levels.~~a ~~Generally~~result, wea ~~must~~liquidator ~~maintain~~could aseek ~~minimum~~to ~~average~~recover ~~global~~some ~~market~~or ~~capitalization~~all ~~and~~amounts areceived ~~minimum~~by ~~number~~our ofshareholders. ~~holders~~Furthermore, of our ~~securities~~directors ~~(generally~~may ~~400~~be ~~round~~viewed ~~lot~~as ~~holders).~~having ~~Additionally,~~breached intheir ~~connection~~fiduciary ~~with~~duties ~~our~~to ~~initial~~us ~~business~~or ~~combination,~~our wecreditors ~~will~~and/or bemay ~~required~~have toacted ~~demonstrate~~in ~~compliance~~bad ~~with~~faith, ~~Nasdaq’s~~and ~~initial~~thereby ~~listing~~exposing ~~requirements,~~themselves ~~which~~and ~~are~~our ~~more~~company ~~rigorous~~to ~~than~~claims, ~~Nasdaq’s~~by ~~continued~~paying ~~listing~~public ~~requirements,~~shareholders infrom ~~order~~the totrust ~~continue~~account prior to ~~maintain~~addressing the ~~listing~~claims of ~~our securities on Nasdaq~~creditors. ~~For~~We ~~instance,~~cannot ~~our~~assure ~~share~~you ~~price~~that ~~would~~claims ~~generally~~will not be ~~required~~brought toagainst beus atfor ~~least~~these $4reasons.00 ~~per~~We ~~share,~~and weour ~~would~~directors beand ~~required~~officers towho ~~have~~knowingly aand ~~minimum~~willfully ofauthorized ~~400~~or ~~round~~permitted ~~lot~~any ~~holders~~distribution to be paid out of our ~~securities,~~share ~~with~~premium ataccount ~~least~~while ~~50%~~we ofwere ~~such~~unable ~~round~~to ~~lot~~pay ~~holders~~our ~~holding~~debts ~~securities~~as ~~with~~they afall ~~market~~due ~~value~~in ofthe atordinary ~~least~~course ~~$2,500,~~of ~~and~~business we would be ~~subject~~guilty toof ~~certain~~an ~~other~~offence ~~listing~~and ~~requirements.~~may Webe ~~cannot~~liable ~~assure~~to ~~you~~a ~~that~~fine weof ~~will~~up beto ~~able~~approximately $18,300 and to ~~meet~~imprisonment ~~those~~for ~~initial~~five ~~listing~~years ~~requirements~~in atthe ~~that~~Cayman ~~time~~Islands.

~~over-~~We may not hold an annual meeting of shareholders until after the~~-counter~~ consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors.

•In aaccordance ~~limited~~with ~~availability~~the ofNasdaq ~~market~~corporate ~~quotations~~governance requirements, we are required to hold an annual meeting within one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or general meetings or elect directors. Until we hold an annual meeting of shareholders, public shareholders may not be afforded the opportunity to discuss company affairs with management. In addition, as holders of our ~~securities;~~Class A ordinary shares, our public shareholders will not have the right to vote on the election or removal of directors prior to consummation of our initial business combination.

•44 ~~reduced liquidity for our securities;~~

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

•We aare ~~limited~~not ~~amount~~registering Class A ordinary shares issuable upon exercise of ~~news~~the warrants under the Securities Act or any state securities laws at this time, and ~~analyst~~such ~~coverage;~~registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

•We are not registering 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 to use our best efforts to file a ~~decreased~~registration ~~ability~~statement under the Securities Act covering such shares and maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you 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 ~~additional~~any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or ~~obtain~~an ~~additional~~exemption ~~financing~~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 ~~future~~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 be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares issuable upon exercise of the warrants under the Securities Act or applicable state securities laws, and there is no applicable exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. 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 securities issuable upon exercise of such warrants for sale under all applicable state securities laws.

41The grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

~~Table~~Pursuant to an agreement entered into concurrently with the issuance and sale of ~~Contents~~the securities in our initial public offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A ordinary shares issuable upon exercise of such warrants. Assuming the founder shares convert on a one for one basis and no warrants are issued upon conversion of working capital loans, an aggregate of up to 5,750,000 Class A ordinary

~~The~~45 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.”

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

~~You~~ shares and up to 13,250,000 warrants are subject to registration under these agreements. We will ~~not~~bear bethe ~~entitled~~cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to ~~protections~~conclude. ~~normally~~This ~~afforded~~is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to ~~investors~~offset the negative impact on the market price of ~~many~~our ~~other~~Class A ~~blank~~ordinary ~~check~~shares ~~companies~~that is expected when the securities owned by our initial shareholders, holders of our private placement warrants, holders of working capital loans or their respective permitted transferees are registered.

~~Form 8-K~~Unlike some other similarly structured blank check companies, our initial shareholders will receive additional Class ~~including~~A ordinary shares if we issue shares to consummate our initial business combination.

~~Our~~The ~~shareholders~~founder ~~may~~shares bewill ~~held~~automatically ~~liable~~convert into Class A ordinary shares at the time of completion of our initial business combination on a one-for-one ~~claims~~basis, bysubject ~~third~~to ~~parties~~adjustment ~~against~~for usshare splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the ~~extent~~case that additional Class A ordinary shares or equity-linked securities convertible or exercisable for Class A ordinary shares are issued or deemed issued in excess of ~~distributions~~the ~~received~~amounts bysold ~~them~~in our initial public offering and related to the closing of our initial business combination, the ratio at which founder shares will convert into Class A ordinary shares will be adjusted so that the number of Class A ordinary shares issuable upon ~~redemption~~conversion of ~~their~~all founder shares will equal, in the aggregate, 20% of the sum of our ordinary shares outstanding upon completion of our initial public offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any Class A ordinary shares or equity- linked securities issued, or to be issued, to any seller in our initial business combination.

IfWe wemay ~~are~~issue ~~forced~~notes toor ~~enter~~other ~~into~~debt ~~an insolvent liquidation~~securities, ~~any~~or ~~distributions~~otherwise ~~received~~incur bysubstantial ~~shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made~~debt, ~~we were unable~~ to ~~pay~~complete ~~our~~a ~~debts as they fall due in the ordinary course of~~ business. ~~As a result~~combination, awhich ~~liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors~~ may beadversely ~~viewed~~affect ~~as having breached their fiduciary duties to us or~~ our ~~creditors~~leverage and~~/or~~ ~~may~~financial ~~have~~condition ~~acted in bad faith,~~ and ~~thereby~~thus ~~exposing~~negatively ~~themselves~~impact ~~and our company to claims, by paying public shareholders from~~ the ~~trust~~value ~~account prior to addressing the claims~~ of ~~creditors. We cannot assure you that claims will not be brought against us for these reasons. We and~~ our ~~directors~~shareholders’ ~~and~~investment ~~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 to a fine of up to approximately $18,300 and to imprisonment for five years in the Cayman Islands~~us.

WeAlthough ~~may~~we ~~not~~have ~~hold~~no ancommitments ~~annual~~as ~~meeting~~of the date of ~~shareholders~~this ~~until~~Annual ~~after~~Report ~~the~~to ~~consummation~~issue ofany notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we may choose to incur substantial debt to complete our business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, ~~which~~title, ~~could~~interest ~~delay~~or claim of any kind in or to the ~~opportunity~~monies held in the trust account. As such, no issuance of debt will affect the per share amount available for ~~our~~redemption ~~shareholders~~from tothe ~~elect~~trust ~~directors~~account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

In• ~~accordance~~default ~~with~~and ~~the~~foreclosure ~~Nasdaq~~on ~~corporate governance requirements, we are required to hold an annual meeting within one year after~~ our ~~first~~assets ~~fiscal~~if ~~year end following~~ our ~~listing~~operating onrevenues ~~Nasdaq.~~after ~~There is no requirement under the Companies Act for us to hold annual or general meetings or elect directors. Until we hold~~ an ~~annual~~initial ~~meeting~~business ofcombination ~~shareholders,~~are ~~public~~insufficient ~~shareholders may not be afforded the opportunity~~ to ~~discuss~~repay ~~company~~our ~~affairs~~debt ~~with~~ obligations;

42• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

~~Table~~• our immediate payment of ~~Contents~~all principal and accrued interest, if any, if the debt security is payable on demand;

~~management.~~• ~~In addition, as holders of~~ our ~~Class A~~inability ~~ordinary~~to ~~shares,~~obtain ~~our~~necessary ~~public~~additional ~~shareholders~~financing ~~will~~if ~~not have~~ the ~~right~~debt tosecurity ~~vote~~contains oncovenants ~~the~~restricting ~~election~~our orability ~~removal~~to ofobtain ~~directors~~such ~~prior~~financing towhile ~~consummation~~the ofdebt ~~our~~security ~~initial~~is ~~business combination.~~ outstanding;

We• ~~are~~our ~~not~~inability registering Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to ~~exercise~~pay ~~warrants,~~dividends ~~thus precluding such investor from being able to exercise its warrants except~~ on aour ~~cashless~~ordinary ~~basis and potentially causing such warrants to expire worthless.~~ shares;

We• ~~are~~using ~~not~~a ~~registering~~substantial ~~Class A~~portion ~~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 to use~~ our ~~best~~cash ~~efforts~~flow to ~~file~~pay aprincipal ~~registration statement under the Securities Act covering such shares~~ and ~~maintain~~interest aon ~~current~~our ~~prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants~~debt, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will bereduce ~~required to permit holders to exercise their warrants on a cashless basis, in which case,~~ the ~~number~~funds ofavailable Class A ordinary shares that you 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~~dividends or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our ~~Class A~~ ordinary shares ~~are~~if ~~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~~declared, ~~we may, at our option, require holders of public warrants who exercise their warrants~~ to dopay ~~so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and~~expenses, inmake ~~the~~capital ~~event~~expenditures we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares issuable upon exercise of the warrants under the Securities Act or applicable state securities laws, and ~~there~~acquisitions is no applicable exemption 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~~fund ~~warrant~~other ~~may~~general ~~have~~corporate 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. 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 securities issuable upon exercise of such warrants for sale under all applicable state securities laws. purposes;

~~The~~46 grant of registration rights to our initial shareholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

PursuantTable to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A ordinary shares issuable upon exercise of such warrants. Assuming the founder shares convert on a one for one basis and no warrants are issued upon conversion of working capital loans, an aggregate of up to 5,750,000 Class A ordinary Contents

43• limitations on our flexibility in planning for and reacting to changes in our business and it the industry in which we operate;

~~Table~~• ofincreased ~~Contents~~vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

~~shares~~• ~~and~~limitation up to 13,250,000 warrants are subject to registration under these agreements. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on ~~the market price of~~ our ~~Class A~~ability ~~ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult~~ to ~~conclude.~~borrow ~~This~~additional isamounts ~~because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask~~ for ~~more~~expenses, ~~cash~~capital ~~consideration~~expenditures, toacquisitions, ~~offset~~debt ~~the~~service ~~negative~~requirements ~~impact~~and onexecution ~~the market price~~ of our ~~Class A~~strategy; ordinary shares that is expected when the securities owned by our initial shareholders, holders of our private placement warrants, holders of working capital loans or their respective permitted transferees are registered. and

~~Unlike~~• ~~some~~ other ~~similarly~~disadvantages ~~structured~~compared ~~blank~~to ~~check companies,~~ our ~~initial~~competitors ~~shareholders~~who ~~will~~have ~~receive~~less ~~additional Class A ordinary shares if we issue shares to consummate our initial business combination~~debt.

~~a one-~~The exercise price for~~-one basis~~ the public warrants is higher than in some other blank check company offerings, and, accordingly, the warrants are more likely to expire worthless.

WeThe ~~may~~exercise ~~issue~~price ~~notes~~of orthe public warrants is higher than in some other ~~debt~~blank ~~securities~~check companies. For example, orhistorically, ~~otherwise~~the ~~incur~~exercise ~~substantial~~price ~~debt,~~of toa ~~complete~~warrant was often a ~~business~~fraction ~~combination,~~of ~~which~~the ~~may~~purchase ~~adversely~~price ~~affect~~of the units in our ~~leverage~~initial ~~and~~public ~~financial~~offering. ~~condition~~The ~~and~~exercise ~~thus~~price ~~negatively~~for ~~impact~~our public warrants is $11.50 per share, subject to adjustments as provided herein. As a result, the ~~value~~warrants ofare ~~our~~less ~~shareholders’~~likely ~~investment~~to ever be in usthe money and more likely to expire worthless.

~~Although~~Our weinitial ~~have~~shareholders nocontrol ~~commitments~~the aselection ofand ~~the~~removal ~~date~~ of ~~this~~our ~~Annual~~board ~~Report~~of todirectors ~~issue~~until ~~any~~consummation ~~notes~~of ~~or other debt securities, or to otherwise incur outstanding debt following~~ our initial ~~public offering, we may choose to incur substantial debt to complete our~~ business combination. We and ~~our officers have agreed that we~~ will ~~not~~hold ~~incur any indebtedness unless we have obtained from the lender~~ a ~~waiver~~substantial ~~of any right, title,~~ interest ~~or claim of any kind~~ in ~~or to the monies held in the trust account~~us. As ~~such~~a result, nothey ~~issuance~~will ofelect ~~debt~~all ~~will~~of ~~affect~~our ~~the~~directors ~~per~~and ~~share~~may ~~amount~~exert ~~available~~a ~~for~~substantial ~~redemption~~influence ~~from~~on ~~the~~actions ~~trust~~requiring ~~account.~~shareholder ~~Nevertheless~~vote, ~~the~~potentially ~~incurrence~~in ~~of debt could have~~ a ~~variety~~manner ofthat ~~negative~~you ~~effects,~~do ~~including:~~not support.

•Our ~~default~~initial shareholders own 20% of our issued and ~~foreclosure~~outstanding onordinary shares (assuming they do not purchase any units in our ~~assets~~initial ifpublic offering). In addition, the founder shares, all of which are held by our ~~operating~~initial ~~revenues~~shareholders, ~~after~~(i) entitle anthe holders to elect all of our directors prior to our initial business combination ~~are~~and ~~insufficient~~(ii) in respect of any vote or votes to ~~repay~~continue the company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction), which requires the approval of at least two-thirds of the votes of all ordinary shares, entitle the holders to ten votes for every founder share. Holders of our ~~debt~~public ~~obligations;~~shares will have no right to vote on the election or removal of directors during such time. These provisions of our second amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. As a result, you will not have any influence over the election or removal of directors or our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.

•Neither ~~acceleration~~our initial shareholders nor, to our knowledge, any of our ~~obligations~~officers or directors, have any current intention to ~~repay~~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 ~~indebtedness~~current ~~even~~trading ifprice weof ~~make~~our ~~all~~Class A ~~principal~~ordinary ~~and~~shares. ~~interest~~In ~~payments~~addition, ~~when~~as ~~due~~a ifresult weof ~~breach~~their ~~certain~~substantial ~~covenants~~ownership in our company, our initial shareholders may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that ~~require~~you ~~the~~do ~~maintenance~~not support, including amendments to our second amended and restated memorandum and articles of ~~certain~~association ~~financial~~and ~~ratios~~approval of major corporate transactions. If our initial shareholders purchase any additional ordinary shares in the aftermarket or ~~reserves~~in ~~without~~privately negotiated transactions, this would increase their influence over these actions. Accordingly, our initial shareholders will exert significant influence over actions requiring a ~~waiver~~shareholder orvote ~~renegotiation~~at least until the completion of ~~that~~our ~~covenant;~~initial business combination.

•47 ~~our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;~~

•Table ourof inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;Contents

•We ~~our~~may ~~inability~~amend the terms of the warrants in a manner that may be adverse to ~~pay~~holders ~~dividends~~of onpublic warrants with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your 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 your approval.

•Our ~~using~~warrants were issued in registered form under a ~~substantial~~warrant ~~portion~~agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of ~~our~~the ~~cash~~warrants ~~flow~~may be amended without the consent of any holder to ~~pay~~cure ~~principal~~any ~~and~~ambiguity ~~interest~~or oncorrect ~~our~~any ~~debt~~defective provision, ~~which~~but ~~will~~requires ~~reduce~~the approval by the ~~funds~~holders ~~available~~of ~~for~~at ~~dividends~~least on65% ~~our~~of ~~ordinary~~the ~~shares~~then ifoutstanding ~~declared~~public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to ~~pay~~a ~~expenses~~holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, ~~make~~examples ~~capital~~of ~~expenditures~~such ~~and~~amendments ~~acquisitions~~could ~~and~~be ~~fund~~amendments to, among other ~~general~~things, ~~corporate~~increase ~~purposes;~~the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of our Class A ordinary shares purchasable upon exercise of a warrant.

44Our warrant agreement designates the courts of the City of New York, County of New York, 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.

~~Table~~Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of ~~Contents~~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.

•Notwithstanding ~~limitations~~the onforegoing, ~~our~~these ~~flexibility~~provisions inof ~~planning~~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 ~~reacting~~exclusive toforum. ~~changes~~Any person or entity purchasing or otherwise acquiring any interest in any of our ~~business~~warrants shall be deemed to have notice of and itto have consented to the ~~industry~~forum provisions in our warrant agreement. If any action, the subject matter of which weis ~~operate;~~within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the City of New York, County of New York, 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 City of New York, County of New York, 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 ~~increased~~choice-of-forum ~~vulnerability~~provision may limit a warrant holder’s ability to ~~adverse~~bring ~~changes~~a claim in ~~general~~a ~~economic~~judicial forum that it finds favorable for disputes with our company, ~~industry~~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 ~~competitive~~adversely ~~conditions~~affect our business, financial condition and ~~adverse~~results ~~changes~~of operations and result in ~~government~~a ~~regulation;~~diversion of the time and resources of our management and board of directors.

•48 ~~limitation on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy; and~~

•Table otherof disadvantages compared to our competitors who have less debt.Contents

~~The~~We ~~exercise~~may ~~price~~redeem ~~for~~your ~~the~~unexpired ~~public~~ warrants isprior ~~higher~~to ~~than~~their inexercise ~~some~~at ~~other~~a ~~blank~~time ~~check~~that ~~company~~is ~~offerings,~~disadvantageous ~~and,~~to ~~accordingly~~you, ~~the~~thereby ~~warrants~~making ~~are~~your ~~more~~warrants ~~likely to expire~~ worthless.

~~The~~We ~~exercise~~have ~~price~~the ofability ~~the~~to ~~public~~redeem issued and outstanding warrants isat ~~higher~~any ~~than~~time inafter ~~some~~they ~~other~~become ~~blank~~exercisable ~~check~~and ~~companies~~prior to their expiration, at a price of $0.01 ~~For~~per ~~example~~warrant if, ~~historically~~among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for changes to the number of shares issuable upon exercise or the exercise price of a warrant). ~~was~~If ~~often~~and awhen ~~fraction~~the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the securities issuable upon exercise of such warrants for sale under all applicable state securities laws. As a result, we may redeem the ~~purchase~~warrants ~~price~~as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the issued and outstanding warrants could force you (i) ~~units~~to inexercise ~~our~~your ~~initial~~warrants ~~public~~and ~~offering.~~pay ~~The~~the exercise price therefor at a time when it may be disadvantageous for ~~our~~you ~~public~~to do so, (ii) to sell your warrants isat ~~$11.50~~the ~~per~~then-current ~~share,~~market ~~subject~~price when you might otherwise wish to ~~adjustments~~hold asyour ~~provided~~warrants ~~herein.~~or As(iii) to aaccept ~~result~~the nominal redemption price which, at the time the issued and outstanding warrants are ~~less~~called ~~likely~~for toredemption, ~~ever~~we expect would be insubstantially less than the ~~money~~market ~~and~~value ~~more~~of ~~likely~~your towarrants. ~~expire~~None ~~worthless~~of the private placement warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

~~Our~~In ~~initial~~addition, ~~shareholders~~we ~~control~~have the ~~election~~ability to redeem the outstanding warrants at any time after they become exercisable and ~~removal~~prior to their expiration, at a price of ~~our~~$0.10 ~~board~~per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for changes to the number of ~~directors~~shares ~~until~~issuable ~~consummation~~upon exercise or the exercise price of ~~our~~a ~~initial~~warrant). ~~business~~In ~~combination~~such ~~and~~a case, the holders will ~~hold~~be able to exercise their warrants prior to redemption for a ~~substantial~~number ~~interest~~of inClass A usordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. AsThe avalue ~~result,~~received upon exercise of the warrants (1) may be less than the value the holders would have received if they ~~will~~had ~~elect~~exercised ~~all~~their warrants at a later time where the price of ~~our~~the ~~directors~~shares issuable upon exercise of such warrants is higher and (2) may ~~exert~~not acompensate ~~substantial~~the ~~influence~~holders onfor ~~actions~~the ~~requiring~~value ~~shareholder~~of ~~vote~~the warrants, ~~potentially~~including inbecause athe ~~manner~~number ~~that~~of ~~you~~ordinary doshares ~~not~~received ~~support~~is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

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

~~Neither~~If ~~our~~we ~~initial~~call ~~shareholders nor, to~~ our ~~knowledge,~~public ~~any~~warrants offor ~~our~~redemption ~~officers~~after orthe ~~directors,~~redemption criteria have ~~any~~been ~~current intention to purchase additional securities~~satisfied, ~~other~~our ~~than~~management aswill ~~disclosed~~have inthe ~~this~~option ~~Annual~~to ~~Report.~~require ~~Factors~~any holder that ~~would~~wishes beto ~~considered~~exercise inits ~~making~~warrant ~~such~~(including ~~additional~~any ~~purchases~~warrants ~~would~~held ~~include~~by ~~consideration of the current trading price of~~ our ~~Class A~~Sponsor, ~~ordinary shares. In addition~~officers, asdirectors aor ~~result of~~ their ~~substantial~~permitted ~~ownership~~transferees) into ~~our~~do ~~company,~~so ~~our initial shareholders may exert a substantial influence~~ on ~~other actions requiring~~ a ~~shareholder~~“cashless ~~vote,~~basis.” ~~potentially~~If inour amanagement ~~manner~~chooses ~~that~~to ~~you~~require doholders ~~not support, including amendments~~ to ~~our~~exercise ~~second~~their ~~amended~~warrants ~~and~~on ~~restated~~a ~~memorandum~~cashless ~~and~~basis, ~~articles~~the ofnumber ~~association and approval~~ of ~~major~~Class A ~~corporate~~ordinary ~~transactions.~~shares Ifreceived ~~our~~by ~~initial~~a ~~shareholders~~holder ~~purchase~~upon ~~any~~exercise ~~additional~~will ~~ordinary~~be ~~shares~~fewer inthan ~~the~~it ~~aftermarket~~would orhave inbeen ~~privately~~had ~~negotiated~~such ~~transactions,~~holder ~~this~~exercised ~~would~~his ~~increase~~warrant ~~their~~for ~~influence over these actions~~cash. ~~Accordingly,~~This ~~our initial shareholders~~ will ~~exert~~have ~~significant~~the ~~influence~~effect ~~over~~of ~~actions~~reducing ~~requiring~~the apotential ~~shareholder~~“upside” ~~vote~~of ~~at least until~~ the ~~completion~~holder’s ofinvestment in our ~~initial business combination~~company.

45Our warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our business combination.

~~Table~~We issued warrants to purchase up to 11,500,000 Class A ordinary shares as part of ~~Contents~~the units offered in our initial public offering, simultaneously with the closing of our initial public offering, we also issued in a private placement an aggregate of 13,250,000 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share. The founder shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like and subject to further adjustment as set forth herein. In addition, if our Sponsor makes any working capital loans, it may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant. To the extent we issue Class A ordinary shares to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business. Any such

We49 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 your 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 your approval.

OurTable warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 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 our Class A ordinary shares purchasable upon exercise of a warrant. Contents

~~Our~~ issuance ~~warrant~~will ~~agreement~~increase ~~designates~~ the ~~courts~~number of ~~the~~issued ~~City~~and ofoutstanding ~~New~~Class A ~~York,~~ordinary ~~County~~shares ofand ~~New~~reduce ~~York,~~the ~~State~~value of ~~New York or~~ the ~~United~~Class A ~~States~~ordinary ~~District~~shares ~~Court~~issued ~~for~~to ~~the~~complete ~~Southern District of New York as~~ the ~~sole~~business ~~and~~combination. ~~exclusive~~Therefore, ~~forum~~our ~~for~~warrants ~~certain types of actions~~ and ~~proceedings~~founder ~~that~~shares may bemake ~~initiated~~it bymore ~~holders~~difficult ofto ~~our~~effectuate ~~warrants,~~a ~~which~~business ~~could~~combination ~~limit~~or increase the ~~ability~~cost of ~~warrant~~acquiring ~~holders~~the totarget ~~obtain a favorable judicial forum for disputes with our company~~business.

~~Our~~Because ~~warrant~~each ~~agreement~~unit ~~provides~~contains ~~that,~~one-half ~~subject to applicable law, (i) any action, proceeding or claim against us arising out~~ of orone ~~relating~~warrant inand ~~any~~only ~~way~~a towhole ~~the~~ warrant ~~agreement,~~may ~~including~~be ~~under~~exercised, the ~~Securities~~units ~~Act,~~may ~~will~~ be ~~brought~~worth ~~and~~less ~~enforced~~than inunits ~~the courts~~ of ~~the~~other ~~State~~blank ofcheck 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 claimcompanies. ~~We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.~~

~~Notwithstanding~~Each ~~the~~unit ~~foregoing,~~contains ~~these~~one-half ~~provisions~~ of ~~the~~one warrant. ~~agreement~~Pursuant ~~will not apply~~ to ~~suits brought to enforce any liability or duty created by~~ the ~~Exchange~~warrant ~~Act~~agreement, orno ~~any~~fractional ~~other~~warrants ~~claim~~will ~~for~~be ~~which~~issued ~~the~~upon ~~federal~~separation ~~district courts~~ of the ~~United~~units, ~~States~~and ofonly ~~America~~whole ~~are~~warrants ~~the~~will ~~sole and exclusive forum~~trade. ~~Any~~This ~~person~~is ordifferent ~~entity~~from ~~purchasing~~other orofferings ~~otherwise~~similar ~~acquiring~~to ~~any~~ours ~~interest~~whose inunits ~~any~~include ofone ~~our~~ordinary ~~warrants~~share ~~shall be deemed to have notice of~~ and toone ~~have~~warrant ~~consented~~ to ~~the~~purchase ~~forum~~one ~~provisions~~whole ~~in our warrant agreement~~share. IfWe ~~any~~have ~~action,~~established the ~~subject~~components ~~matter~~ of ~~which is within~~ the ~~scope~~units ~~the~~in ~~forum~~this ~~provisions~~way ~~of the warrant agreement, is filed~~ in aorder ~~court~~to ~~other~~reduce ~~than a court of~~ the ~~City~~dilutive ofeffect ~~New York, County~~ of ~~New York, State of New York or~~ the ~~United~~warrants ~~States~~upon ~~District~~completion ~~Court for the Southern District~~ of ~~New York (~~a ~~“foreign~~business ~~action”)~~combination insince the ~~name of any holder of our~~ warrants, ~~such~~will ~~holder shall~~ be ~~deemed~~exercisable ~~to have consented to: (x) the personal jurisdiction of the state and federal courts located~~ in the ~~City~~aggregate offor ~~New~~one-half ~~York, County~~ of ~~New~~the ~~York,~~number ~~State~~ of ~~New~~shares ~~York~~compared into ~~connection~~units ~~with~~that ~~any~~each ~~action~~contain ~~brought~~a inwhole ~~any~~warrant ~~such court~~ to ~~enforce~~purchase ~~the~~one ~~forum~~share, ~~provisions~~thus ~~(an~~making ~~“enforcement action”)~~us, ~~and~~we ~~(y) having~~believe, ~~service~~a ofmore ~~process~~attractive ~~made~~merger ~~upon~~partner ~~such~~for ~~warrant~~target ~~holder~~businesses. inNevertheless, ~~any~~this ~~such~~unit ~~enforcement~~structure ~~action~~may bycause ~~service~~our ~~upon~~units ~~such~~to ~~warrant~~be ~~holder’s~~worth ~~counsel~~less inthan ~~the~~if ~~foreign~~they ~~action~~included asa ~~agent~~warrant ~~for~~to ~~such~~purchase ~~warrant~~one ~~holder~~whole share.

~~This choice-of-forum provision~~Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

46The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include target historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

~~Table~~Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our business combination, require substantial financial and management resources, and increase the time and costs of ~~Contents~~completing our initial business combination.

WeSection 404 ~~may~~of ~~redeem~~the ~~your~~Sarbanes-Oxley ~~unexpired~~Act ~~warrants~~requires ~~prior~~that towe ~~their~~evaluate ~~exercise~~and atreport on our system of internal controls beginning with this Annual Report. Only in the event we are deemed to be a ~~time~~large ~~that~~accelerated isfiler ~~disadvantageous~~or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to ~~you~~comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, ~~thereby~~for ~~making~~as ~~your~~long ~~warrants~~as ~~worthless~~we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome for us as compared to other public companies because a target business with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We50 have the ability to redeem issued and outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for changes to the number of shares issuable upon exercise or the exercise price of a warrant). 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 securities issuable upon exercise of such warrants 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 issued and outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the issued and outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our Sponsor or its permitted transferees.

InTable addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for changes to the number of shares issuable upon exercise or the exercise price of a warrant). In such a case, the 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. 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 price of the shares issuable upon exercise of such warrants 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. Contents

~~Our~~We ~~management’s~~have ~~ability~~identified toa ~~require~~material ~~holders~~weakness ofin our ~~warrants~~internal tocontrol ~~exercise~~over ~~such~~financial ~~warrants~~reporting. onThis amaterial ~~cashless~~weakness ~~basis~~could ~~will~~continue ~~cause holders~~ to ~~receive~~adversely ~~fewer~~affect ~~Class A~~our ~~ordinary~~ability ~~shares~~to ~~upon~~report ~~their~~our ~~exercise~~results of ~~the~~operations ~~warrants~~and ~~than~~financial ~~they~~condition ~~would~~accurately ~~have~~and ~~received~~in ~~had~~a ~~they~~timely ~~been able to exercise their warrants for cash~~manner.

IfOur wemanagement ~~call~~is ~~our~~responsible ~~public warrants~~ for ~~redemption~~establishing ~~after~~and ~~the~~maintaining ~~redemption~~adequate ~~criteria~~internal ~~have~~control ~~been~~over ~~satisfied,~~financial ~~our~~reporting ~~management~~designed ~~will~~to ~~have~~provide ~~the~~reasonable ~~option~~assurance toregarding ~~require~~the ~~any~~reliability ~~holder~~of ~~that~~financial ~~wishes~~reporting toand ~~exercise~~the ~~its~~preparation ~~warrant~~of ~~(including~~financial ~~any~~statements ~~warrants~~for ~~held~~external bypurposes ~~our~~in ~~Sponsor,~~accordance ~~officers,~~with ~~directors~~U.S. orGAAP. ~~their~~Our ~~permitted~~management ~~transferees)~~is tolikewise dorequired, so on a ~~“cashless~~quarterly basis.”, Ifto evaluate the effectiveness of our ~~management~~internal ~~chooses~~controls and to ~~require~~disclose ~~holders~~any tochanges ~~exercise~~and ~~their~~material ~~warrants~~weaknesses onidentified athrough ~~cashless~~such ~~basis,~~evaluation ~~the~~in ~~number~~those ofinternal ~~Class~~ controls. A ~~ordinary~~material ~~shares~~weakness ~~received~~is by a ~~holder~~deficiency, ~~upon~~or ~~exercise~~a ~~will~~combination beof ~~fewer~~deficiencies, ~~than~~in itinternal ~~would~~control ~~have~~over ~~been~~financial ~~had~~reporting, such ~~holder~~that ~~exercised~~there ~~his~~is ~~warrant~~a ~~for~~reasonable ~~cash.~~possibility ~~This~~that ~~will~~a ~~have~~material ~~the~~misstatement ~~effect~~ of ~~reducing~~our ~~the~~annual ~~potential~~or ~~“upside”~~interim offinancial ~~the~~statements ~~holder’s~~will ~~investment~~not inbe ~~our~~prevented ~~company~~or detected on a timely basis.

~~Our~~We ~~warrants~~identified ~~and~~a ~~founder~~material ~~shares~~weakness ~~may~~in ~~have~~our aninternal ~~adverse~~control ~~effect~~over onfinancial reporting related to our controls around the ~~market~~carrying ~~price~~value of our Class A ordinary shares ~~and~~subject ~~make~~to itredemption. ~~more~~As ~~difficult~~a toresult ~~effectuate~~of this material weakness, our ~~business~~management ~~combination~~concluded that our internal control over financial reporting was not effective as of December 31, 2022.

~~a one-~~Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-~~one basis~~consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and adversely affect our business and operating results. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

47Provisions in our second amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

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

~~issuance~~Risks ~~will~~Associated ~~increase~~with ~~the~~Our ~~number~~Status ofas issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a ~~business~~Foreign ~~combination~~Entity ~~or increase the cost of acquiring the target business.~~

~~contains one-half~~ Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

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

~~for one-half~~ Our corporate affairs are governed by our second amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will 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 Islands law are to a large extent governed by statutory law

~~Because~~51 we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

TheTable federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include target historical and/or pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. Contents

~~Compliance~~ and ~~obligations~~the ~~under~~common law of the ~~Sarbanes-Oxley~~Cayman ~~Act~~Islands. ~~may~~The ~~make~~common itlaw ~~more~~of ~~difficult~~the ~~for~~Cayman usIslands tois ~~effectuate~~derived ~~our~~in ~~business~~part ~~combination~~from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, ~~require~~the ~~substantial~~decisions ~~financial~~of ~~and~~whose ~~management~~courts ~~resources~~are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and ~~increase~~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 ~~time~~United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and ~~costs~~certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of ~~completing~~corporate ~~our~~law. ~~initial~~In ~~business~~addition, ~~combination~~Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

~~Form~~We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) ~~10-K~~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.

48As 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.

~~Table~~52 ~~of Contents~~

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

~~Our~~After ~~second~~our ~~amended~~initial ~~and~~business ~~restated~~combination, ~~memorandum~~it ~~and~~is ~~articles~~possible ~~of association contain provisions~~ that ~~may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include~~ a ~~staggered~~majority ~~board,~~of ~~three-year~~our ~~director~~directors ~~terms~~ and ~~the~~officers ~~ability~~will oflive ~~the~~outside ~~board of directors to designate~~ the ~~terms~~United ofStates and ~~issue~~all ~~new series~~ of ~~preferred~~our ~~shares,~~assets ~~which~~will ~~may~~be ~~make~~located ~~more~~outside ~~difficult~~ the ~~removal~~United ofStates; ~~management~~therefore, ~~and~~investors may ~~discourage~~not ~~transactions~~be ~~that~~able ~~otherwise~~to ~~could~~enforce ~~involve~~federal ~~payment~~securities oflaws aor ~~premium~~their ~~over~~other ~~prevailing~~legal ~~market prices for our securities~~rights.

~~Risks~~It ~~Associated~~is ~~with~~possible ~~Our~~that ~~Status~~after asour initial business combination, a ~~Foreign~~majority ~~Entity~~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.

~~Because~~We may pursue a business combination with a target business in any geographic location. If we ~~are~~effect ~~incorporated~~our ~~under~~initial ~~the~~business ~~laws~~combination ofwith ~~the~~a ~~Cayman~~company ~~Islands,~~with ~~you~~operations ~~may~~or ~~face~~opportunities ~~difficulties~~outside inof ~~protecting~~the ~~your~~United ~~interests~~States, ~~and~~we ~~your~~would ~~ability~~be subject to ~~protect~~a ~~your~~variety ~~rights~~of ~~through~~additional ~~the~~risks ~~U.S.~~that ~~Federal~~may ~~courts~~negatively ~~may~~impact beour ~~limited~~operations.

WeIf ~~are~~we aneffect ~~exempted~~our ~~company~~initial ~~incorporated~~business combination with ~~limited~~a ~~liability~~company ~~under~~with ~~the~~operations ~~laws~~or opportunities outside of the ~~Cayman~~United ~~Islands. As a result~~States, itwe ~~may~~would be ~~difficult~~subject ~~for investors~~ to ~~effect~~any ~~service~~special ofconsiderations ~~process~~or ~~within~~risks ~~the~~associated ~~United~~with ~~States~~companies ~~upon~~operating ~~our~~in ~~directors~~an orinternational ~~officers~~setting, orincluding ~~enforce~~any ~~judgments~~of ~~obtained in~~ the ~~United~~following: ~~States courts against our directors or officers.~~

~~Our~~• ~~corporate~~costs ~~affairs are governed by our second amended~~ and ~~restated~~difficulties ~~memorandum~~inherent and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will 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 Islands law are to a large extent governed by statutory law and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in ~~part~~managing ~~from~~cross-border ~~comparatively~~business ~~limited~~operations 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~~complying ~~fiduciary~~with ~~responsibilities~~difficult ofcommercial 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~~legal ~~states,~~requirements ~~such as Delaware, may have more fully developed and judicially interpreted bodies~~ of ~~corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of~~ the ~~United~~overseas ~~States.~~ market;

We• ~~have~~rules 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~~regulations ~~original~~regarding ~~actions~~currency 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. redemption;

As• atax ~~result of all of the above~~issues, ~~public~~such ~~shareholders~~as ~~may~~complex ~~have~~corporate ~~more difficulty in protecting their interests in the face of actions taken by management~~taxes, ~~members~~withholding oftaxes ~~the~~on ~~board~~operating ofincome ~~directors~~and orwithholding ~~controlling~~taxes ~~shareholders~~on ~~than they would as public~~ shareholders ~~of a United States company.~~ ;

49• tax law changes and variations in tax laws as compared to the United States;

~~Table~~• oflaws ~~Contents~~governing the manner in which future business combinations may be effected;

~~After~~• ~~our~~exchange ~~initial~~listing ~~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~~delisting ~~other legal rights.~~ requirements;

It• istariffs ~~possible that after our initial business combination, a majority of our directors~~ and ~~officers~~trade 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. barriers;

We• ~~may~~regulations ~~pursue~~related a business combination with a target business in any geographic location. If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to acustoms ~~variety~~and ofimport/export ~~additional risks that may negatively impact our operations.~~ matters;

If• welocal ~~effect our initial business combination with a company with operations~~ or ~~opportunities~~regional ~~outside~~economic ofpolicies ~~the~~and ~~United~~market ~~States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:~~ conditions;

• ~~costs~~unexpected ~~and~~changes ~~difficulties inherent~~ in ~~managing~~regulatory ~~cross-border business operations and complying with difficult commercial and legal~~ requirements ~~of the overseas market~~;

• ~~rules~~longer ~~and~~payment ~~regulations regarding currency redemption~~cycles;

• ~~tax~~currency ~~issues,~~fluctuations ~~such as complex corporate taxes, withholding taxes on operating income~~ and ~~withholding~~exchange ~~taxes on shareholders~~controls;

• ~~tax~~rates ~~law~~of ~~changes and variations in tax laws as compared to the United States~~inflation;

• ~~laws~~challenges ~~governing the manner~~ in ~~which~~collecting ~~future~~accounts ~~business combinations may be effected~~receivable;

• ~~exchange~~cultural ~~listing~~ and~~/or~~ ~~delisting~~language ~~requirements~~differences;

• ~~tariffs~~employment ~~and trade barriers~~regulations;

• ~~regulations~~underdeveloped ~~related~~or tounpredictable ~~customs~~legal ~~and~~or ~~import/export~~regulatory ~~matters~~systems;

• ~~local or regional economic policies and market conditions~~corruption;

• ~~unexpected~~protection ~~changes~~of inintellectual ~~regulatory requirements~~property;

• ~~longer~~social ~~payment~~unrest, ~~cycles~~crime, strikes, riots and civil disturbances;

• ~~currency~~terrorist ~~fluctuations~~attacks, ~~and~~natural ~~exchange~~disasters ~~controls~~and wars;

• ~~rates~~deterioration of ~~inflation~~political relations with the United States; and

• ~~challenges~~government inappropriation ~~collecting~~of ~~accounts receivable;~~assets.

•53 ~~cultural and language differences;~~

•Table employmentof regulations;Contents

•We ~~underdeveloped~~may ornot ~~unpredictable~~be ~~legal~~able orto ~~regulatory~~adequately ~~systems;~~address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

•If ~~corruption;~~our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

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

•After ~~social~~our ~~unrest~~initial business combination, ~~crime~~substantially all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, ~~strikes~~our results of operations and prospects will be subject, ~~riots~~to a significant extent, to the economic, political and ~~civil~~legal ~~disturbances;~~policies, developments and conditions in the country in which we operate.

•The ~~terrorist~~economic, ~~attacks~~political and social conditions, ~~natural~~as ~~disasters~~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 ~~wars;~~among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

•Exchange ~~deterioration~~rate offluctuations ~~political~~and ~~relations~~currency ~~with~~policies may cause a target business’ ability to succeed in the ~~United~~international ~~States;~~markets ~~and~~to be diminished.

•In ~~government~~the ~~appropriation~~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 non-U.S. regions fluctuates and is affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our 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 our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

50General Risk Factors

~~Table~~We ofare ~~Contents~~a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We ~~may~~are ~~not~~a beblank ~~able~~check toexempted ~~adequately~~company ~~address~~established ~~these~~under ~~additional~~the ~~risks~~laws of the Cayman Islands with no operating results. IfBecause we ~~were~~lack ~~unable~~an operating history, you have no basis upon which to doevaluate ~~so,~~our ability to achieve our ~~operations~~business ~~might~~objective ~~suffer~~of completing our initial business combination. We have no plans, ~~which~~arrangements or understandings with any prospective target business concerning a business combination and may ~~adversely~~be ~~impact~~unable to complete our ~~results~~initial ofbusiness ~~operations~~combination. ~~and~~If ~~financial~~we ~~condition~~fail to complete our initial business combination, we will never generate any operating revenues.

If54 our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

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

~~After~~We ~~our initial business combination, substantially all of our assets~~ may be ~~located in~~ a passive foreign ~~country~~investment ~~and~~company, ~~substantially~~or ~~all~~“PFIC,” ofwhich ~~our~~could ~~revenue~~result ~~will be derived from our operations~~ in ~~such~~adverse ~~country~~U.S. ~~Accordingly,~~federal ~~our~~income ~~results~~tax ofconsequences ~~operations and prospects will be subject,~~ to aU.S. ~~significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate~~investors.

~~The~~If ~~economic,~~we ~~political~~are ~~and~~a ~~social~~PFIC ~~conditions,~~for asany ~~well~~taxable asyear ~~government~~(or ~~policies,~~portion ofthereof) ~~the~~that ~~country~~is included in ~~which~~the ~~our~~holding ~~operations~~period ~~are~~of ~~located~~a ~~could~~U.S. ~~affect~~holder of our ~~business~~Class A ordinary shares or warrants, the U.S. ~~Economic~~holder ~~growth~~may ~~could~~be subject to certain adverse U.S. federal income tax consequences and may be ~~uneven,~~subject ~~both~~to ~~geographically~~additional reporting requirements. Our PFIC status for our current and ~~among~~subsequent ~~various~~taxable ~~sectors~~years ofmay depend on whether we qualify for the ~~economy~~PFIC ~~and~~start-up ~~such~~exception. ~~growth~~Depending on the particular circumstances, the application of the start-up exception may ~~not~~be subject to uncertainty, and there cannot be ~~sustained~~any inassurance that we will qualify for the ~~future~~start-up exception. IfAdditionally, ineven if we qualify for the ~~future~~start-up ~~such~~exception ~~country’s~~with ~~economy~~respect ~~experiences~~to a ~~downturn~~given ortaxable ~~grows~~year, atthere cannot be any assurance that we would not be a ~~slower~~PFIC ~~rate~~in ~~than~~other ~~expected~~taxable years. Accordingly, there ~~may~~can be ~~less~~no ~~demand~~assurances with respect to our status as a PFIC for ~~spending~~our incurrent ~~certain~~taxable ~~industries~~year or any subsequent taxable year. AOur ~~decrease~~actual inPFIC ~~demand~~status for ~~spending~~any intaxable ~~certain~~year ~~industries~~will ~~could~~not ~~materially~~be ~~and~~determinable ~~adversely~~until ~~affect~~after ~~our~~the ~~ability~~end of such taxable year. If we determine we are a PFIC for any taxable year, to ~~find~~the anextent ~~attractive~~commercially ~~target~~practicable, ~~business~~we ~~with~~will ~~which~~endeavor to ~~consummate~~provide ~~our~~to ~~initial~~a ~~business~~U.S. ~~combination~~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 ifmaintain a “qualified electing fund” election with respect to their Class A ordinary shares, but there can be no assurance that we ~~effect~~will ~~our~~timely ~~initial~~provide ~~business~~such ~~combination~~required information, and such election would likely be unavailable with respect to our warrants in all cases. We urge U.S. holders to consult their own tax advisors regarding the ~~ability~~possible application of ~~that~~the ~~target~~PFIC ~~business~~rules to ~~become~~holders ~~profitable~~of our Class A ordinary shares and warrants.

~~Exchange~~We ~~rate~~may ~~fluctuations~~reincorporate ~~and~~in ~~currency~~another ~~policies~~jurisdiction ~~may~~in ~~cause~~connection awith ~~target~~our initial business’ ~~ability~~combination toand ~~succeed~~such reincorporation may result in ~~the~~taxes ~~international~~imposed ~~markets~~on toshareholders beor ~~diminished~~warrant holders.

We may, in connection with our initial business combination and 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 ~~non-U~~ 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.S We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. ~~target,~~ Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

~~in non~~Our initial business combination and our structure thereafter may not be tax-Uefficient to our shareholders and warrant holders.S As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain. ~~regions~~

~~General~~Although ~~Risk~~we ~~Factors~~will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may structure our business combination in a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes, effect a business combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares received. In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

WeIn ~~are~~addition, we may effect a ~~blank~~business ~~check~~combination with a target company ~~with~~that nohas ~~operating~~business ~~history~~operations ~~and~~outside noof ~~revenues~~the United States, and ~~you~~possibly, ~~have~~business nooperations ~~basis~~in onmultiple ~~which~~jurisdictions. toIf ~~evaluate~~we ~~our~~effect ~~ability~~such toa ~~achieve our~~ business ~~objective.~~

We55 are a blank check exempted company established under the laws of the Cayman Islands with no operating results. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

51Table of Contents

~~Table~~ combination, we could be subject to significant income, withholding and other tax obligations in a number of ~~Contents~~jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.

WeAn ~~may be a passive foreign~~ investment ~~company,~~in orour ~~“PFIC,”~~securities ~~which~~may ~~could~~ result in ~~adverse~~uncertain U.S. federal income tax consequences ~~to U~~.S. ~~investors.~~

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

We are an emerging growth company and a smaller reporting company within the ~~start-up exception~~ 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 internal controls attestation requirements of Section ~~start~~404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class ~~exception~~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.

~~the~~Further, Section ~~start~~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-~~up exception~~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.

We56 ~~may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.~~

WeTable may, in connection with our initial business combination and 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. Contents

beAdditionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) ~~tax~~the market value of our ordinary shares held by non-~~efficient~~affiliates equaled or exceeded $250 tomillion as of the prior June 30th, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the prior June 30th. 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.

~~a tax-efficient manner~~Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

InWe ~~addition~~depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may ~~effect~~deal. aSophisticated ~~business~~and ~~combination~~deliberate ~~with~~attacks aon, ~~target~~or ~~company~~security ~~that~~breaches ~~has~~in, ~~business~~our ~~operations~~systems ~~outside~~or infrastructure, or the systems or infrastructure of third parties or the ~~United~~cloud, ~~States~~could lead to corruption or misappropriation of our assets, proprietary information and ~~possibly,~~sensitive ~~business~~or ~~operations~~confidential data. As an early stage company without significant investments in ~~multiple~~data ~~jurisdictions.~~security Ifprotection, we ~~effect~~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.

52We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

~~Table~~We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of ~~Contents~~investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

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

We employ a mail forwarding service, which may delay or disrupt our ~~after-tax profitability~~ ability to receive mail in a timely manner.

AnMail ~~investment~~addressed to the company and received at its registered office will be forwarded unopened to the forwarding address supplied by company to be dealt with. None of the company, its directors, officers, advisors or service providers (including the organization which provides registered office services in ~~our~~the ~~securities~~Cayman ~~may~~Islands) ~~result~~will bear any responsibility for any delay howsoever caused in ~~uncertain~~mail ~~U.S.~~reaching ~~federal~~the ~~income~~forwarding ~~tax~~address, ~~consequences~~which may impair your ability to communicate with us.

~~the one-half of~~57

WeTable 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. Contents

~~non-affiliates~~Since only holders of our founder shares will have the right to vote on the appointment of our directors, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

~~non-emerging~~Only holders of our founder shares will have the right to vote on the appointment of our directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under Nasdaq’s 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:

53• we have a board of directors that includes a majority of ‘independent directors,’ as defined under the rules of Nasdaq;

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

~~company~~• ~~nor~~we anhave ~~emerging~~a ~~growth~~nominating ~~company~~and ~~which~~corporate ~~has~~governance ~~opted~~committee ~~out~~of our board of ~~using~~directors ~~the~~that ~~extended~~is ~~transition~~comprised ~~period~~entirely ~~difficult~~of orindependent ~~impossible~~directors ~~because~~with ofa ~~the~~written ~~potential~~charter ~~differences~~addressing inthe ~~accounting~~committee’s ~~standards~~purpose ~~used.~~and responsibilities

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

~~non~~Risks Relating to the Post-~~affiliates~~Business Combination Company

thSubsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-~~affiliates~~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 a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

th58

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

WeResources ~~depend~~could onbe ~~digital~~wasted ~~technologies,~~in ~~including~~researching ~~information~~business ~~systems,~~combinations ~~infrastructure~~that ~~and~~are ~~cloud~~not ~~applications and services~~completed, ~~including~~which ~~those~~could ofmaterially ~~third~~adversely ~~parties~~affect ~~with~~subsequent ~~which~~attempts weto ~~may~~locate ~~deal. Sophisticated~~ and ~~deliberate~~acquire ~~attacks on,~~ or ~~security~~merge ~~breaches~~with ~~in,~~another ~~our~~business. ~~systems~~If orwe ~~infrastructure,~~are orunable ~~the~~to ~~systems~~complete orour ~~infrastructure~~initial ofbusiness ~~third parties or the cloud~~combination, ~~could lead to corruption or misappropriation of~~ our ~~assets,~~public ~~proprietary~~shareholders ~~information~~may ~~and~~only ~~sensitive~~receive ortheir ~~confidential~~pro ~~data.~~rata Asportion anof ~~early~~the ~~stage~~funds ~~company without significant investments~~ in ~~data~~the ~~security~~trust ~~protection,~~account wethat ~~may~~are ~~not~~available befor ~~sufficiently~~distribution ~~protected against such occurrences. We may not have sufficient resources~~ to ~~adequately~~public ~~protect against~~shareholders, ~~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~~warrants ~~and~~will ~~lead~~expire ~~to financial loss~~worthless.

We anticipate that the investigation of ~~non-compliance~~ each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our 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 are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

WeOur ~~are~~ability ~~subject~~ to ~~rules~~successfully ~~and~~effect ~~regulations~~our byinitial ~~various~~business ~~governing~~combination ~~bodies,~~and ~~including,~~to ~~for~~be ~~example,~~successful ~~the~~thereafter ~~SEC,~~will ~~which~~be ~~are~~dependent ~~charged~~upon ~~with~~ the ~~protection~~efforts of ~~investors~~our ~~and~~key ~~the~~personnel, ~~oversight~~some of ~~companies~~whom ~~whose~~may ~~securities~~join ~~are~~us ~~publicly~~following ~~traded,~~our ~~and~~initial tobusiness ~~new and evolving regulatory measures under applicable law~~combination. ~~Our~~The ~~efforts~~loss toof ~~comply~~key ~~with~~personnel ~~new~~could ~~and~~negatively ~~changing~~impact ~~laws~~the ~~and~~operations ~~regulations have resulted in~~ and ~~are~~profitability ~~likely to continue to result in, increased general and administrative expenses and a diversion~~ of ~~management~~our ~~time and attention from revenue~~post-~~generating~~combination ~~activities to compliance activities~~business.

~~Moreover,~~Our ~~because~~ability ~~these~~to ~~laws,~~successfully ~~regulations~~effect ~~and~~our ~~standards~~initial ~~are~~business ~~subject~~combination tois ~~varying~~dependent ~~interpretations,~~upon ~~their~~the ~~application~~efforts inof ~~practice~~our ~~may~~key ~~evolve~~personnel. ~~over~~The ~~time~~role asof ~~new~~our ~~guidance~~key ~~becomes~~personnel ~~available~~in the target business, however, cannot presently be ascertained. ~~This~~Although ~~evolution~~some of our key personnel may ~~result~~remain with the target business in ~~continuing~~senior ~~uncertainty~~management ~~regarding~~or ~~compliance~~advisory ~~matters~~positions ~~and~~following ~~additional~~our ~~costs~~initial ~~necessitated~~business bycombination, ~~ongoing~~it ~~revisions~~is tolikely ~~our~~that ~~disclosure~~some ~~and~~or ~~governance~~all ~~practices~~of the management of the target business will remain in place. IfWhile we ~~fail~~intend to ~~address~~closely ~~and~~scrutinize ~~comply~~any ~~with~~individuals ~~these~~we ~~regulations~~engage ~~and~~after ~~any~~our ~~subsequent~~initial ~~changes~~business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be ~~subject~~unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to ~~penalty~~have to expend time and ~~our~~resources ~~business~~helping ~~may~~them bebecome ~~harmed~~familiar with such requirements.

WeOur ~~employ~~key personnel may negotiate employment or consulting agreements with a ~~mail~~target ~~forwarding~~business ~~service~~in connection with a particular business combination, ~~which~~and a particular business combination may ~~delay~~be conditioned on the retention or ~~disrupt~~resignation ~~our~~of ~~ability~~such key personnel. These agreements may provide for them to receive ~~mail~~compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a ~~timely~~particular ~~manner~~business combination is the most advantageous.

~~Mail~~Our ~~addressed~~key personnel may be able to ~~the~~remain with our company ~~and~~after ~~received~~the atcompletion ~~its~~of ~~registered~~our ~~office~~initial ~~will~~business becombination ~~forwarded~~only ~~unopened~~if they are able to negotiate employment or consulting agreements in connection with the ~~forwarding~~business ~~address~~combination. ~~supplied~~Such bynegotiations ~~company~~would totake beplace ~~dealt~~simultaneously with. ~~None~~the negotiation of the ~~company,~~business ~~its~~combination ~~directors,~~and ~~officers,~~could ~~advisors~~provide orfor ~~service~~such ~~providers~~individuals ~~(including~~to receive compensation in the ~~organization~~form ~~which~~of ~~provides~~cash ~~registered~~payments ~~office~~and/or our securities for services inthey would render to us after the ~~Cayman~~completion ~~Islands)~~of ~~will~~the ~~bear~~business ~~any~~combination. ~~responsibility~~Such ~~for~~negotiations also could make such key personnel’s retention or resignation a condition to any ~~delay~~such ~~howsoever~~agreement. ~~caused~~The inpersonal ~~mail~~and ~~reaching~~financial ~~the~~interests ~~forwarding~~of ~~address,~~such ~~which~~individuals may ~~impair~~influence ~~your~~their ~~ability~~motivation in identifying and selecting a target business, subject to ~~communicate~~their ~~with~~fiduciary usduties under Cayman Islands law.

54We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

~~Since~~59 only holders of our founder shares will have the right to vote on the appointment of our directors, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

OnlyTable holders of our founder shares will have the right to vote on the appointment of our directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under Nasdaq’s 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: Contents

•Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we ~~have~~suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a ~~board~~public company, the operations and profitability of ~~directors~~the ~~that~~post-combination ~~includes~~business may be negatively impacted. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a ~~majority~~reduction in the value of ~~‘independent~~their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them,’ asor ~~defined~~if they are able to successfully bring a private claim under securities laws that the ~~rules~~proxy ofsolicitation ~~Nasdaq;~~or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

•The weofficers ~~have~~and adirectors ~~compensation~~of ~~committee~~an ofacquisition ~~our~~candidate ~~board~~may resign upon completion of ~~directors~~our ~~that~~initial isbusiness ~~comprised~~combination. ~~entirely~~The loss of ~~independent~~a ~~directors~~business ~~with~~combination atarget’s ~~written~~key ~~charter~~personnel ~~addressing~~could ~~the~~negatively ~~committee’s~~impact ~~purpose~~the operations and ~~responsibilities;~~profitability ~~and~~of our post-combination business.

•The werole ~~have~~of aan ~~nominating~~acquisition ~~and~~candidate’s ~~corporate~~key ~~governance~~personnel ~~committee~~upon the completion of our ~~board~~initial ofbusiness ~~directors~~combination ~~that~~cannot isbe ~~comprised~~ascertained ~~entirely~~at this time. Although we contemplate that certain members of ~~independent~~an ~~directors~~acquisition candidate’s management team will remain associated with athe ~~written~~acquisition ~~charter~~candidate ~~addressing~~following our initial business combination, it is possible that members of the ~~committee’s~~management ~~purpose~~of ~~and~~an ~~responsibilities~~acquisition candidate will not wish to remain in place.

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

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

~~Subsequent~~If towe ~~our~~effect ~~completion of~~ our initial business combination, wewith ~~may~~a becompany ~~required~~located tooutside ~~take~~of ~~write-downs~~the orUnited ~~write-offs~~States, ~~restructuring~~we ~~and~~would ~~impairment~~be orsubject ~~other~~to ~~charges that could have~~ a ~~significant~~variety ~~negative effect on our financial condition, results~~ of ~~operations~~additional ~~and~~risks ~~the~~that ~~price~~may ofadversely ~~our~~affect ~~securities, which could cause you to lose some or all of your investment~~us.

~~write~~If we pursue a target business with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. Furthermore, we would be subject to risks associated with cross-~~off~~border business combinations, including in connection with investigating, agreeing to and completing our 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.

~~non-cash~~60

pre-existingTable of Contents

55If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

~~Table~~• ofcosts ~~Contents~~and difficulties inherent in managing cross-border business operations;

~~Resources~~• ~~could~~rules ~~be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate~~ and ~~acquire~~regulations orregarding ~~merge~~currency with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. redemption;

We• ~~anticipate~~complex ~~that~~corporate ~~the~~withholding ~~investigation~~taxes ofon each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our 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 are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. individuals;

~~Our~~• ~~ability~~laws togoverning ~~successfully effect our initial business combination and to be successful thereafter will be dependent upon~~ the ~~efforts~~manner ofin ~~our~~which ~~key~~future ~~personnel,~~business ~~some~~combinations ~~of whom~~ may ~~join~~be ~~us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.~~ effected;

~~Our~~• ~~ability~~exchange tolisting successfully effect our 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 the target business in senior management and/or ~~advisory~~delisting positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you 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~~tariffs ~~personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination,~~ and atrade particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous. barriers;

~~Our~~• ~~key~~regulations ~~personnel~~related ~~may be able~~ to ~~remain~~customs with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and ~~could provide for such individuals to receive compensation in the form of cash payments and~~import/orexport our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law. matters;

We• ~~may~~local ~~have~~or aregional ~~limited~~economic ~~ability~~policies ~~to assess the management of a prospective target business~~ and, asmarket ~~a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.~~ conditions;

~~When~~• ~~evaluating~~unexpected ~~the~~changes ~~desirability~~in ofregulatory ~~effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information.~~ requirements;

56• challenges in managing and staffing international operations;

~~Table~~• oflonger ~~Contents~~payment cycles;

~~Our~~• ~~assessment~~tax ~~of the capabilities of the target business’s management~~issues, ~~therefore, may prove to be incorrect and~~ such ~~management~~as ~~may~~tax ~~lack~~law ~~the~~changes ~~skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations~~ and ~~profitability~~variations of the post-combination business may be negatively impacted. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in ~~the~~tax value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws ~~that the proxy solicitation or tender offer materials,~~ as ~~applicable,~~compared ~~relating~~ to the ~~business~~United ~~combination contained an actionable material misstatement or material omission.~~ States;

~~The~~• ~~officers~~currency ~~and~~fluctuations ~~directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations~~ and ~~profitability~~exchange ~~of our post-combination business.~~ controls;

~~The~~• ~~role~~rates of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. inflation;

~~Our~~• ~~management~~challenges ~~may~~in ~~not~~collecting beaccounts able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business. receivable;

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

If• weemployment ~~effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.~~ regulations;

If• weunderdeveloped ~~pursue a target business with operations~~ or ~~opportunities~~unpredictable ~~outside~~legal of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. Furthermore, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or ~~agencies~~regulatory ~~and changes in the purchase price based on fluctuations in foreign exchange rates.~~ systems;

57• corruption;

~~Table~~• protection of ~~Contents~~intellectual property;

If• wesocial ~~effect~~unrest, ~~our initial business combination with such a company~~crime, ~~we would be subject to any special considerations or risks associated with companies operating in an international setting~~strikes, ~~including~~riots ~~any~~and ofcivil ~~the following:~~ disturbances;

• ~~costs~~regime changes and ~~difficulties~~political ~~inherent in managing cross-border business operations~~upheaval;

• ~~rules~~terrorist attacks and ~~regulations regarding currency redemption~~wars; and

• ~~complex~~deterioration ~~corporate~~of ~~withholding~~political ~~taxes~~relations onwith ~~individuals;~~the United States.

•We ~~laws~~may ~~governing~~not ~~the~~be ~~manner~~able into ~~which~~adequately ~~future~~address ~~business~~these ~~combinations~~additional risks. If we were unable to do so, we may be ~~effected;~~unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

•61 ~~exchange listing and/or delisting requirements;~~

•Table tariffsof and trade barriers;Contents

•Item ~~regulations~~1B. ~~related~~Unresolved toStaff ~~customs and import/export matters;~~Comments

•None. ~~local or regional economic policies and market conditions;~~

•Item ~~unexpected~~2. ~~changes in regulatory requirements;~~Properties

•We ~~challenges~~do innot ~~managing~~own any real estate or other physical properties materially important to our operation. We currently maintain our principal executive offices at 2333 Ponce de Leon Blvd., Suite 630, Coral Gables, FL 33134 and ~~staffing~~our ~~international~~telephone number is 786-662-3114. Our executive offices are provided to us by our Sponsor. We have agreed to pay our Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. We consider our current office space adequate for our current operations;.

•Item ~~longer~~3. ~~payment~~Legal ~~cycles;~~Proceedings

•None. ~~tax issues, such as tax law changes and variations in tax laws as compared to the United States;~~

•Item ~~currency~~4. ~~fluctuations~~Mine ~~and~~Safety ~~exchange controls;~~Disclosures

•Not ~~rates~~applicable. ~~of inflation;~~

•62 ~~challenges in collecting accounts receivable;~~

•Table culturalof and language differences;Contents

•PART ~~employment~~II ~~regulations;~~

•Item ~~underdeveloped~~5. orMarket ~~unpredictable~~for ~~legal~~Registrant’s orCommon ~~regulatory~~Equity, ~~systems;~~Related Stockholder Matters, and Issuer Purchases of Equity Securities.

•Market ~~corruption;~~Information

•Our ~~protection~~units, ofClass A ~~intellectual~~ordinary ~~property;~~shares and warrants are each traded on the Nasdaq Global Market under the symbols “TOACU,” “TOAC” and “TOACW,” respectively. Our units commenced public trading on November 8, 2021, and our Class A ordinary shares and warrants commenced separate public trading on December 30, 2021.

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

•As ~~regime~~of ~~changes~~March 24, 2023, there was one holder of record of our units, one holder of record of our Class A ordinary shares, one holder of record of our Class B ordinary shares and ~~political~~two ~~upheaval;~~holders of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

•Dividends ~~terrorist attacks and wars; and~~

•We ~~deterioration~~have ofnot ~~political~~paid ~~relations~~or ~~with~~declared any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the ~~United~~completion ~~States~~of our initial business combination.

WeSecurities ~~may~~Authorized ~~not~~for beIssuance ~~able~~Under toEquity ~~adequately~~Compensation ~~address~~Plans these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

58None.

~~Table~~Recent Sales of ~~Contents~~Unregistered Securities

~~Item 1B.~~Unregistered ~~Unresolved~~Sales ~~Staff Comments~~

~~None~~Simultaneously with the closing of our initial public offering, the Company completed the private sale of an aggregate of 13,250,000 warrants at a purchase price of $1.00 per private placement warrant, to our sponsor, AVi8 Acquisition LLC, generating gross proceeds to the Company of $13,250,000. The terms of the private placement warrants are substantially similar to the warrants sold as part of the units in our initial public offering, except as otherwise disclosed in the registration statement. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~Item 2.~~Use ~~Properties~~of Proceeds

~~786~~On November 3, 2021, our registration statement on Form S-~~662~~l (File No. 333-~~3114~~260305) was declared effective by the SEC for our initial public offering, pursuant to which we sold an aggregate of 23,000,000 units (including the issuance of 3,000,000 units as a result of the underwriters’ exercise of their over-allotment option) at an offering price to the public of $10.00 per unit for an aggregate offering price of $230,000,000, with each unit consisting of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Credit Suisse Securities (USA) LLC and Exos Securities LLC acted as the representatives for the underwriters. Our initial public offering did not terminate before all of the securities registered in our registration statement were sold. Our initial public offering was consummated on November 8, 2021. The net proceeds from our initial public offering and the sale of the private placement warrants, including the underwriters’ deferred underwriting discounts fee of $8,050,000, are held in the trust account as of December 31, 2022. No payments were made by us to directors, officers or persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates. There has been no material change in the planned uses of proceeds from our initial public offering as described in our final prospectus dated November 3, 2021, which was filed with the SEC.

~~out-of-pocket~~63

Item 3.Table Legalof Proceedings Contents

~~None.~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~Item 4~~None. ~~Mine Safety Disclosures~~

~~Not~~Item ~~applicable~~6. Reserved.

59Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Table~~References in this Annual Report to “we,” “us” or the “Company” refer to Talon 1 Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to AVi8 Acquisition LLC. The following discussion and analysis of ~~Contents~~the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~PART~~Overview II

~~Item 5~~We are a blank check company incorporated on April 20, 2021 as a Cayman Islands exempted company. ~~Market~~Our ~~for~~business ~~Registrant’s~~purpose ~~Common~~is ~~Equity~~to effect a merger, ~~Related~~capital ~~Stockholder~~stock ~~Matters~~exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (referred to in this Annual Report as our initial business combination). We have reviewed, and ~~Issuer~~continue ~~Purchases~~to review, a number of ~~Equity~~opportunities ~~Securities~~to enter into a Business Combination with an operating business, but we are not able to determine at this time whether we will complete a Business Combination with any of the target business that we have review or with any other target business.

~~Market~~The ~~Information~~issuance of additional shares in connection with a business combination to the owners of the target or other investors:

~~Our~~• ~~units,~~may ~~Class A~~significantly ~~ordinary~~dilute ~~shares~~the ~~and~~equity ~~warrants~~interest ~~are~~of ~~each~~investors ~~traded~~in onour ~~the~~initial ~~Nasdaq~~public ~~Global~~offering, ~~Market~~which ~~under~~dilution ~~the~~would ~~symbols~~increase ~~“TOACU,”~~if ~~“TOAC”~~the ~~and~~anti-dilution ~~“TOACW,”~~provisions ~~respectively.~~in ~~Our~~the ~~units~~Class ~~commenced~~B ~~public~~ordinary ~~trading~~shares onresulted ~~November 8,~~in ~~2021,~~the ~~and~~issuance ~~our~~of Class A ordinary shares ~~and~~on ~~warrants~~a ~~commenced~~greater ~~separate~~than ~~public~~one-to-one ~~trading~~basis onupon ~~December 30,~~conversion ~~2021.~~of the Class B ordinary shares;

~~Holders~~• may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;

As• ofcould ~~March 30,~~cause ~~2022,~~a ~~there~~change ~~was~~in ~~one~~control ~~holder~~if ofa ~~record~~substantial ofnumber ~~our units, one holder~~ of ~~record of our~~ Class A ordinary shares, ~~one~~are ~~holder~~issued, ofwhich ~~record~~may ofaffect, ~~our~~among ~~Class B~~other ~~ordinary~~things, ~~shares~~our ~~and~~ability ~~two~~to ~~holders~~use ~~of record of~~ our ~~warrants.~~net ~~The~~operating ~~number~~loss ofcarry ~~holders~~forwards, ofif ~~record~~any, ~~does~~and ~~not~~could ~~include~~result ain ~~substantially~~the ~~greater~~resignation ~~number of “street name” holders~~ or ~~beneficial~~removal ~~holders whose units, Class A ordinary shares and warrants are held~~ of ~~record~~our bypresent ~~banks,~~officers ~~brokers~~ and ~~other financial institutions.~~ directors;

~~Dividends~~• may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

We• ~~have~~may ~~not~~adversely ~~paid~~affect orprevailing ~~declared~~market ~~any~~prices ~~cash~~for ~~dividends~~our onClass ~~our~~A ordinary shares ~~to date~~ and/or ~~do not intend to pay cash dividends prior to the completion of our initial business combination~~warrants.

~~Securities~~Similarly, ~~Authorized~~if ~~for~~we ~~Issuance~~issue ~~Under~~debt ~~Equity~~securities ~~Compensation~~or ~~Plans~~otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

~~None.~~• default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

~~Recent~~• ~~Sales~~acceleration of ~~Unregistered~~our ~~Securities~~obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

~~Unregistered~~• ~~Sales~~our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

~~Simultaneously~~64 with the closing of our initial public offering, the Company completed the private sale of an aggregate of 13,250,000 warrants at a purchase price of $1.00 per private placement warrant, to our sponsor, AVi8 Acquisition LLC, generating gross proceeds to the Company of $13,250,000. The terms of the private placement warrants are substantially similar to the warrants sold as part of the units in our initial public offering, except as otherwise disclosed in the registration statement. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

UseTable of Proceeds Contents

~~S-l~~• our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

~~No. 333-260305)~~• our inability to pay dividends on our Class A ordinary shares;

~~one-half~~• 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;

60• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

~~Table~~• ofincreased ~~Contents~~vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

~~Purchases~~• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of ~~Equity~~our ~~Securities~~strategy byand ~~the~~other ~~Issuer~~purposes and ~~Affiliated~~other ~~Purchasers~~disadvantages compared to our competitors who have less debt.

~~None~~We expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.

~~Item 6.~~Results ~~Selected~~of ~~Financial~~Operations ~~Data.~~and Known Trends or Future Events

~~[Reserved~~We have neither engaged in any operations nor generated any revenues to date.] Our only activities since inception have been organizational activities and those necessary to prepare for our initial public offering and search for a target for a possible business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on investments held in our trust account. Our expenses have increased substantially after the closing of our initial public offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses on prospective Business Combination candidates.

~~Item 7.~~For ~~Management’s~~the ~~Discussion~~year ended December 31, 2022, we had a net income of $11,449,396 consisting of general and ~~Analysis~~administrative costs of ~~Financial~~$3,826,521 ~~Condition~~offset by the change in fair value of derivative warrant liabilities of $11,897,500 and ~~Results~~income earned in marketable securities held in Trust Account of ~~Operations~~$3,378,417.

~~References~~For inthe ~~this~~period ~~Annual~~from ~~Report~~April ~~to “we~~20,” ~~“us”~~2021 or(inception) ~~the~~through ~~“Company”~~December ~~refer~~31, to2021, ~~Talon~~we 1had ~~Acquisition~~a ~~Corp.~~net ~~References~~loss toof ~~our~~$468,403 ~~“management”~~consisting orof ~~our~~formation ~~“management~~and ~~team”~~operating ~~refer~~costs toof ~~our officers and directors~~$675,422, ~~and~~offering ~~references~~costs toallocated ~~the “Sponsor” refer~~ to ~~AVi8~~warrant ~~Acquisition~~liabilities ~~LLC.~~of ~~The~~$359,830 ~~following~~offset ~~discussion~~by ~~and analysis of~~ the ~~Company’s~~change ~~financial~~in ~~condition~~fair ~~and~~value ~~results~~ of ~~operations~~derivative ~~should~~warrant beliabilities ~~read~~of in$555,100 ~~conjunction with the unaudited condensed financial statements~~ and ~~the~~income ~~notes~~earned ~~thereto contained elsewhere~~ in ~~this~~marketable ~~Annual~~securities ~~Report.~~held ~~Certain information contained~~ in ~~the~~Trust ~~discussion~~Account ~~and~~of ~~analysis set forth below includes forward-looking statements that involve risks and uncertainties~~$11,749.

~~Overview~~Recent Developments

WeOn ~~are~~January 20, a2023, ~~blank~~the ~~check~~Company ~~company~~entered ~~incorporated~~into onan ~~April 20~~investment advisory agreement with Genaesis, ~~2021~~LLC as(“Genaesis”) apursuant ~~Cayman~~to ~~Islands~~which ~~exempted~~Genaesis ~~company.~~will ~~Our~~serve ~~business~~as ~~purpose~~the isnon-exclusive totransaction ~~effect~~advisor ain ~~merger,~~connection ~~capital~~with ~~stock~~the ~~exchange,~~potential ~~asset~~identification ~~acquisition,~~and ~~stock~~introduction ~~purchase,~~of ~~reorganization~~candidates orto ~~similar~~the ~~business~~Company ~~combination~~for ~~with~~a ~~one~~business acquisition, or ~~more~~financing ~~businesses~~or ~~(referred~~equity toinvestment in ~~this~~the ~~Annual~~Company. ~~Report~~If asthe ~~our~~Company ~~initial~~enters ~~business~~into ~~combination).~~a Weletter ~~have~~of ~~not~~intent ~~selected~~with ~~any~~a ~~specific~~potential target ~~business,~~introduced ~~and~~by weGenaesis ~~have~~within ~~not,~~24 ~~nor~~months ~~has~~of ~~anyone~~this ~~on our behalf~~agreement, ~~engaged~~it inshall ~~any~~pay ~~substantive~~Genaesis ~~discussions,~~a ~~directly~~1% or“Success ~~indirectly,~~fee” ~~with~~of ~~any~~the ~~target~~capital ~~business~~committed ~~with~~by ~~respect~~the toCompany anfor ~~initial~~the business ~~combination~~acquisition.

~~The~~In ~~issuance~~the ofevent ~~additional~~that ~~shares~~the inCompany ~~connection~~consummates ~~with~~ a ~~business~~transaction ~~combination~~facilitated by Genaesis, Genaesis is entitled to ~~the~~charge ~~owners~~appropriate ofexpenses for its services to the ~~target~~Company for placing an announcement and/or ~~other~~press ~~investors:~~release on their behalf.

•65 may significantly dilute the equity interest of investors in our initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;

•Table may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;Contents

•On ~~could~~January 27, ~~cause~~2023, aat ~~change~~an inextraordinary ~~control~~general ifmeeting a(“Extraordinary ~~substantial~~General ~~number~~Meeting”) of ~~Class~~the ACompany’s ~~ordinary~~stockholders, ~~shares~~the ~~are~~Company’s ~~issued,~~stockholders ~~which~~approved ~~may~~the ~~affect~~amendment to the Company’s investment management trust agreement, ~~among~~dated ~~other~~as ~~things~~of November 3, ~~our~~2021, ~~ability~~by toand ~~use~~between ~~our~~the ~~net~~Company ~~operating~~and ~~loss~~Continental ~~carry~~Stock ~~forwards~~Transfer & Trust Company, ifLLC ~~any~~(the “Trust Agreement Amendment”). Pursuant to the Trust Agreement Amendment, ~~and~~the ~~could~~Company ~~result~~will indeposit into the ~~resignation~~Company’s ortrust ~~removal~~account of(the ~~our~~“Trust ~~present~~Account”), ~~officers~~for ~~and~~each ~~directors;~~one-month extension, $330,000.

•In ~~may~~connection ~~have~~with the ~~effect~~Trust ofAgreement ~~delaying~~Amendment, orAVi8 ~~preventing~~Acquisition aLLC ~~change~~(the of“Sponsor”) ~~control~~has ofagreed usto bymake ~~diluting~~available to the ~~share~~Company ~~ownership~~an oraggregate ~~voting~~amount ~~rights~~ of aup ~~person~~to ~~seeking~~US$4,000,000 pursuant to ~~obtain~~a ~~control~~promissory note in favor of ~~us;~~the ~~and~~Sponsor (the “Note”).

•The Sponsor may ~~adversely~~elect ~~affect~~to ~~prevailing~~convert ~~market~~up ~~prices~~to ~~for~~$1,500,000 ~~our~~of ~~Class~~the outstanding principal balance of the Note into warrants to purchase shares of Class A ordinary shares ~~and/or~~of the Company at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with such conversion shall be identical to the warrants issued to the Sponsor in connection with the Company’s initial public offering that closed on November 8, 2021. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any.

~~Similarly,~~The ifproceeds weof ~~issue~~the ~~debt~~Note ~~securities~~will orbe ~~otherwise~~used ~~incur~~by ~~significant~~the ~~debt~~Company to ~~bank~~deposit oradditional ~~other~~funds ~~lenders~~to orthe trust account in connection with the ~~owners~~extension of the amount of time the Company has available to complete a ~~target,~~business itcombination ~~could~~and ~~result~~to ~~in:~~fund the Company’s operations.

•At ~~default~~the Extraordinary General Meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and ~~foreclosure~~Restated onMemorandum ~~our~~and ~~assets~~Articles ifof ~~our~~Association ~~operating~~to ~~revenues~~extend ~~after~~the date by which the Company must consummate an initial business combination ~~are~~up ~~insufficient~~to nine (9) times for an additional one (1) month each time from February 8, 2023 to ~~repay~~November 8, ~~our~~2023 ~~debt~~(which ~~obligations;~~is 24 months from the closing of the Company’s initial public offering). Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. The Company plans to file the Charter Amendment with the Cayman Islands General Registry within 15 days of the Extraordinary General Meeting.

•At ~~acceleration~~the Extraordinary General Meeting, holders of ~~our~~24,144,029 ~~obligations~~ordinary toshares, ~~repay~~comprised ~~the~~of ~~indebtedness~~18,394,029 ~~even~~Class A ifordinary weshares, ~~make~~par ~~all~~value ~~principal~~$0.0001 per share (“Class A Ordinary Shares”), and ~~interest~~5,750,000 ~~payments~~Class B ~~when~~ordinary ~~due~~shares, ifpar wevalue ~~breach~~$0.0001 ~~certain~~per ~~covenants~~share ~~that~~(together ~~require~~with Class A Ordinary Shares, the ~~maintenance~~“Ordinary ofShares”), ~~certain~~were ~~financial~~present ~~ratios~~in person or ~~reserves~~by ~~without~~proxy, arepresenting ~~waiver~~approximately or83.98% ~~renegotiation~~of the voting power of ~~that~~the ~~covenant;~~28,750,000 issued and outstanding ordinary shares of Talon (“Outstanding Shares”) entitled to vote at the Extraordinary General Meeting as of the close of business on January 9, 2023, which was the record date for the Extraordinary General Meeting.

•In ~~our~~connection ~~immediate~~with ~~payment~~the Extraordinary General Meeting, shareholders properly elected to redeem an aggregate of ~~all~~13,317,392 ~~principal~~Class A ~~and~~Ordinary ~~accrued~~Shares ~~interest~~at a redemption price of approximately $10.41 per share (the “Redemption”), iffor ~~any~~an aggregate redemption amount of approximately $138,639,176. ifFollowing such redemptions, approximately $100,799,675 will remain in the ~~debt~~Talon istrust ~~payable~~account on(the ~~demand;~~“Trust Account”), not including the extension payment of $330,000.

61At the Extraordinary General Meeting, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to give the Company the right to extend the date by which it has to consummate a business combination from February 8, 2023 up to 9 times for an additional one (1) month each time up to November 8, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering).

~~Table~~Liquidity ofand ~~Contents~~Capital Resources

•On November 8, 2021, we consummated our ~~inability~~initial public offering of 20,000,000 units (the “Units” and, with respect to ~~obtain~~the ~~necessary~~Class A ~~additional~~ordinary ~~financing~~shares ifincluded in the ~~debt~~Units ~~contains~~sold, ~~covenants~~the ~~restricting~~“Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of our ~~ability~~initial topublic ~~obtain~~offering, ~~such~~the ~~financing~~underwriters ~~while~~fully exercised the ~~debt~~over-allotment isoption, ~~outstanding;~~generating gross proceeds of $30,000,000.

•66 ~~our inability to pay dividends on our Class A ordinary shares;~~

•Table 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;Contents

•Simultaneously ~~limitations~~with onthe closing of our ~~flexibility~~initial inpublic ~~planning~~offering, ~~for~~the ~~and~~Company ~~reacting~~consummated tothe ~~changes~~sale inof ~~our~~13,250,000 ~~business~~warrants ~~and~~at ina ~~the~~price ~~industry~~of $1.00 per Private Placement Warrant in ~~which~~a weprivate ~~operate;~~placement to our Sponsor generating gross proceeds of $13,250,000.

•A ~~increased~~total ~~vulnerability~~of to$235,750,000 ~~adverse~~of ~~changes~~the inproceeds ~~general~~from ~~economic~~our initial public offering, ~~industry~~a ~~and~~portion ~~competitive~~of ~~conditions~~the sale of the private placement warrants, the sale of the over-allotment units and ~~adverse~~the ~~changes~~sale of the over-allotment warrants were placed in ~~government~~a ~~regulation;~~U.S.-based ~~and~~trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

•As ~~limitations~~of onDecember 31, ~~our~~2022, ~~ability~~we tohad ~~borrow~~cash ~~additional~~and ~~amounts~~marketable ~~for~~securities ~~expenses,~~held ~~capital~~in ~~expenditures,~~the ~~acquisitions,~~Trust ~~debt~~Account ~~service~~of ~~requirements~~$239,110,999 ~~execution~~consisting of ~~our~~securities ~~strategy~~held ~~and~~in ~~other~~U.S. ~~purposes~~government ~~and~~treasury ~~other~~obligations ~~disadvantages~~with ~~compared~~a tomaturity ~~our~~of ~~competitors~~185 ~~who~~days ~~have~~or less ~~debt~~or in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act which invest only in direct U.S. government treasury.

As of December 31, 2022, we had cash of $92,674 held outside the Trust Account. We ~~expect~~intend to ~~incur~~use ~~significant~~the ~~costs~~funds inheld outside the ~~pursuit~~Trust ofAccount ~~our~~primarily ~~initial~~to ~~business~~identify ~~combination.~~and Weevaluate ~~cannot~~target ~~assure~~businesses, ~~you~~perform ~~that~~business ~~our~~due ~~plans~~diligence on prospective target businesses, travel to ~~raise~~and ~~capital~~from the offices, plants or tosimilar ~~complete~~locations ~~our~~of ~~initial~~prospective ~~business~~target ~~combination~~businesses ~~will~~or betheir ~~successful~~representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

~~Results~~The Company has incurred and expects to continue to incur significant costs in pursuit of ~~Operations~~its financing and ~~Known~~acquisition ~~Trends~~plans. orAs ~~Future~~of ~~Events~~December 31, 2022, the Company had $239,110,999 cash and investments held in its Trust Account for use in a potential Business Combination. The Company had until February 8, 2023 to complete a Business Combination, however, the Company has since extended this date to November 8, 2023. If a Business Combination is not consummated by this date, there will be a mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution.

~~non~~As of December 31, 2022, the Company had $92,674 in cash and working capital deficit of $335,839. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. However, if our estimates of the costs of identifying a target business, undertaking in-~~operating~~depth due diligence, and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

~~For~~These ~~the~~conditions ~~period~~raise ~~from~~substantial ~~April 20,~~doubt ~~2021~~about ~~(inception)~~the ~~through~~Company’s ~~December 31,~~ability ~~2021,~~to wecontinue ~~had~~as a ~~net~~going ~~loss~~concern. ofNo ~~$468,403,~~adjustments ~~which~~have ~~resulted~~been ~~primarily~~made ~~from~~to ~~operating~~the ~~and~~carrying ~~formation~~amounts ~~costs~~of ~~and~~assets ~~offering~~or ~~costs relating to warrant~~ liabilities, ~~partially~~as ~~offset by~~ a ~~change~~result ~~in the fair value~~ of ~~derivative~~this ~~warrant liabilities~~uncertainty.

~~Liquidity~~Off-Balance ~~and~~Sheet ~~Capital~~Arrangements ~~Resources~~

~~Until~~We ~~the~~did ~~consummation~~not ofhave ~~our~~any ~~initial~~off-balance ~~public~~sheet ~~offering,~~arrangements ~~our only source of liquidity was capital contributions from related parties of $95,972 and $26,000~~ as of ~~September 20,~~December ~~2021 and May 3~~31, ~~2021 respectively~~2022.

OnCommitments ~~November 8, 2021, we consummated our initial public offering of 20,000,000 units (the “Units”~~ and, ~~with~~Contractual ~~respect~~Obligations to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200,000,000. Simultaneously with the closing of our initial public offering, the underwriters fully exercised the over-allotment option, generating gross proceeds of $30,000,000.

~~Simultaneously~~We ~~with~~do ~~the~~not ~~closing~~have ofany ~~our~~long ~~initial~~term ~~public~~debt ~~offering~~obligations, ~~the~~capital ~~Company~~lease ~~consummated the sale of 13~~obligations,~~250,000~~ ~~warrants~~operating atlease ~~a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor generating gross proceeds of $13~~obligations,~~250,000.~~ purchase

A67 total of $235,750,000 of the proceeds from our initial public offering, a portion of the sale of the private placement warrants, the sale of the over-allotment units and the sale of the over-allotment warrants were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

ForTable theof period from April 20, 2021 (inception) through December 31, 2021, net cash used in operating activities was $1,374,456. Contents

62 obligations or other long term liabilities, other than an agreement to pay our Sponsor a monthly fee of $10,000 for office space and administrative support. We began incurring these fees on November 3, 2021 and will continue to incur these fees monthly until the earlier of the completion of the initial business combination or our liquidation. Effective March 31, 2021, we entered into a termination agreement with our sponsor to terminate the Administrative Support Agreement (and any accrued obligations pursuant thereto). Since our initial public offering, we have not made any payments under the Administrative Support Agreement and have paid for services rendered and expenses advanced by our sponsor on an as-needed basis.

~~Table~~Critical ofAccounting ~~Contents~~Policies

~~Rule2a-7~~The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

AsNet ofIncome ~~December 31,~~(Loss) ~~2021,~~Per weOrdinary ~~had~~Share cash of $1,090,391 held outside the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

inNet income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-~~depth~~average number of ordinary shares outstanding during the period. On December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented.

~~Off-Balance~~Derivative Financial Instruments

~~off~~The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative instruments are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

~~Contractual~~Recent ~~Obligations~~Accounting Standards

WeIn doAugust ~~not~~2020, ~~have~~the ~~any~~FASB ~~long~~issued ~~term~~Accounting ~~debt~~Standards ~~obligations~~Update (“ASU”) 2020-06, ~~capital~~Debt ~~lease~~- ~~obligations,~~Debt ~~operating~~with ~~lease~~Conversion ~~obligations,~~and ~~purchase~~Other ~~obligations~~Options or(Subtopic ~~other~~470-20) ~~long~~and ~~term~~Derivatives ~~liabilities,~~and ~~other~~Hedging ~~than~~- Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an ~~agreement~~entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to ~~pay~~and ~~our~~settled ~~Sponsor~~in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a ~~monthly~~smaller ~~fee~~reporting ofcompany, ~~$10~~ASU 2020-06 is effective January 1,~~000~~ 2024, for ~~office~~fiscal ~~space~~years beginning after December 15, 2023, and ~~administrative~~should ~~support.~~be Weapplied ~~began~~on ~~incurring~~a ~~these~~full ~~fees~~or modified retrospective basis, with early adoption permitted beginning on ~~November~~January 31, 2021. ~~and~~The ~~will~~Company ~~continue~~adopted toASU ~~incur~~2020-06 ~~these~~on ~~fees~~January 1, ~~monthly~~2022. ~~until~~Adoption of the ~~earlier~~ASU ofdid not impact the ~~completion~~Company’s offinancial ~~the~~position, ~~initial~~results ~~business~~of ~~combination~~operations or ~~our~~cash ~~liquidation~~flows.

~~Critical~~The ~~Accounting~~Company’s ~~Policies~~management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s audited financial statements.

~~The~~68 preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

NetTable Lossof Per Ordinary Share Contents

~~Net~~Item ~~loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period~~7A. OnQuantitative ~~December 31,~~and ~~2021,~~Qualitative ~~the~~Disclosures ~~Company~~About ~~did~~Market ~~not have any dilutive securities and~~ Risk.

63We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

~~Table~~Item of8. ~~Contents~~Financial Statements and Supplementary Data.

~~other~~Our ~~contracts~~financial ~~that~~statements ~~could, potentially, be exercised or converted into ordinary shares~~ and ~~then~~notes ~~share~~thereto inbegin ~~the~~on ~~earnings~~page ~~of the Company~~F-1. ~~As a result, diluted income per share is the same as basic income per share for the period presented.~~

~~Derivative~~Item ~~Financial~~9. ~~Instruments~~Changes and Disagreements with Accountants on Accounting and Financial Disclosure.

~~re-valued~~None.

~~non-current~~Item 9A. Controls and Procedures.

~~net-cash~~Evaluation of Disclosure Controls and Procedures

~~Recent~~Under ~~Accounting~~the ~~Standards~~supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting that was identified during our preparation of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our controls around the carrying value of our Class A ordinary shares subject to redemption were not effectively designed or maintained to prevent an error in the calculation of such carrying value, as the Company failed to adjust the carrying value to account for the interest and dividends accrued in the Trust Account during the quarterly period ended June 30, 2022 during the closing process. The failure to accrue interest and dividends resulted in us having to record a post-closing journal entry to correct the error prior to filing this Quarterly Report. Since this control deficiency could lead to a material misstatement, management concluded that there was a material weakness in internal control over financial reporting.

~~2020-06~~Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, ~~Debt —~~ processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~470-20)~~69

815-40) (“ASUTable of Contents

~~2020-06”)~~Management’s Report on Internal Control Over Financial Reporting

~~2020~~As required by SEC rules and regulations implementing Section 404 of the Sarbanes-06Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

~~2020-06~~(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

~~if-converted~~(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

~~2020-06~~(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

~~2020-06~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2022, due to the material weakness in our internal control over the financial reporting process described above, which was initially identified at June 30, 2022.

Management ~~does~~has ~~not~~implemented ~~believe~~remediation ~~that~~steps ~~any~~to ~~other~~improve ~~recently~~our ~~issued~~internal control over financial reporting. Specifically, ~~but~~we ~~not~~expanded ~~yet~~and ~~effective~~improved our review process for complex securities, related party transactions and related accounting standards,. ifWe ~~currently~~plan ~~adopted~~to further improve this process by enhancing access to accounting literature, ~~would~~identification ~~have~~of athird-party ~~material~~professionals ~~effect~~with onwhom ~~our~~to ~~condensed~~consult regarding complex accounting applications and implementing additional layers of reviews in the financial ~~statements~~close process.

~~Item 7A.~~This ~~Quantitative~~Annual ~~and~~Report ~~Qualitative~~does ~~Disclosures~~not ~~About~~include ~~Market~~an ~~Risk~~attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

~~12b-2~~Changes in Internal Control over Financial Reporting

~~Item 8~~We have continued our remediation efforts in connection with the identification of the material weakness discussed above. ~~Financial~~Specifically, ~~Statements~~we have expanded and ~~Supplementary~~improved ~~Data~~our closing process with respect to the review of the carrying value of the of Class A ordinary shares subject to redemption. As of December 31, 2022, the material weakness discussed above had not been fully remediated. Accordingly, we continue to remediate our controls regarding operating efficiency.

~~F-1~~Item 9B. Other Information

~~Item 9~~None. ~~Changes and Disagreements with Accountants on Accounting and Financial Disclosure.~~

~~None~~Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

~~Item 9A.~~Not ~~Controls and Procedures~~applicable.

~~Evaluation~~70 ~~of Disclosure Controls and Procedures~~

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

64PART III

~~Table~~Item of10. ~~Contents~~Directors, Executive Officers and Corporate Governance

~~13a-15(e)~~Officers and Directors

15d-15(e)


Name	Age	Position
Edward J. Wegel	65	Chairman of the Board and Chief Executive Officer
Ryan Goepel	48	Chief Financial Officer
Jeremy Falk	43	Chief Operating Officer
Maggie Arvedlund	43	Director
Marc Cho	47	Director
Joseph DaGrosa, Jr	58	Director
Nathaniel Felsher	42	Director
Abdol Moabery	55	Director

~~Changes~~Mr. Edward J. Wegel serves as our Chairman and Chief Executive Officer. Mr. Wegel is a seasoned airline executive with 35 years of broad experience in ~~Internal~~financing, ~~Control~~operations, ~~over~~and ~~Financial~~distribution. ~~Reporting~~Mr. Wegel has served as a board member of public and private airlines, including Atlantic Coast Airlines, BWIA International Airlines and Eastern Airlines. Mr. Wegel is an experienced deal-maker who has led initial public offerings, privatizations, major aircraft orders, and alliance negotiations. He has extensive company restructuring experience.

~~13a~~Other accomplishments include: drafted the first business plan for JetBlue; focused on the then relatively new Airbus A320s and chose JFK as its base of operations; created Republic Airways with an industry-15leading order for 80 EMB 145 aircraft in 1998; oversaw the acquisition of Chautauqua Airlines (fwhere he served as Chief Executive Officer); and conceived and led the privatization and financing of BWIA International Airways, Trinidad, operating 20 L1011 and MD-80 aircraft and serving as National Airline for Trinidad, Guyana, St. Lucia, and Barbados, among and other island nations. As Chief Executive Officer, in 1995, Mr. Wegel achieved BWIA’s first ever profit in 57 years (BWIA International Airways now operates as Caribbean Airlines); co-founded Atlantic Coast Airlines / United Express in 1990, one of the first United Airlines regional airlines. Mr. Wegel served as head of finance and as a board member for Atlantic Coast Airlines, leading over $100 million in financing for operations and aircraft finance. Mr. Wegel served as a commissioned officer in the U.S. Army and received an MBA from the University of Northern Colorado after graduating from the United States Military Academy at West Point.

~~15d-15~~Mr. Ryan Goepel serves as our Chief Financial Officer. Mr. Goepel is the Chief Financial Officer of AVi8. He is also the Chief Financial Officer of Global Crossing Airlines Group, Inc. (f“GlobalX”) since February 2020, and was elected to the board of directors of GlobalX in June 2020. Mr. Goepel is a seasoned finance and operations executive with over 20 years of experience, most recently serving as Chief Financial Officer for Flair Airlines Canada from August 2018 to November 2019 to transition from a Boeing 737 charter operator to a profitable, low-cost scheduled service carrier. Profitability was achieved at Flair through the modernization of the fleet, optimization of the flight schedule to focus and grow profitable routes, revamping key personnel, and the installation of a data driven, cost conscious operating mentality while preserving best-in-class safety, reliability and on time performance. Prior to Flair, Mr. Goepel served as Chief Financial Officer for Viking Exploration, an international oil and gas company, from December 2016 to August 2018, where he raised seed capital from a broad group of investors. Prior to Viking Exploration, Mr. Goepel served as Chief Financial Officer of CC Reservoirs, a Geoscience software company, from April 2015 to December 2016, where he was responsible for the accounting, compliance, treasury, tax, and strategic planning functions and was instrumental in establishing new offices and entities in South America, the Middle East and the Far East. Prior to CC Reservoirs, Mr. Goepel served as Chief Financial Officer of ZEiTECS, an artificial lift technology company, from December 2010 to April 2015, where he oversaw its sale to Schlumberger; KBR Services Business Unit Finance Leader overseeing 12,000 employees growing revenue from $300 million to $3 billion. In addition, Mr. Goepel served as the Director of Global Finance during the Burger King turnaround that culminated with its first ever public debt raise and successful initial public offering. He is a Certified Management Accountant, with an MBA from Texas A&M University and Bachelor of Arts from the University of British Columbia.

~~Item 9B.~~71 ~~Other Information~~

None.Table of Contents

~~Item~~Mr. 9CJeremy Falk serves as our Chief Operating Officer. ~~Disclosure~~Mr. Falk ~~Regarding~~is ~~Foreign~~currently ~~Jurisdictions~~President and Senior Managing Director of Newbridge Global Sourcing LLC. He is responsible for identifying and evaluating investment opportunities and working with our management teams to create value. Mr. Falk was previously an investment manager at AGI Partners, LLC, an alternative investment management firm that ~~Prevent~~deploys ~~Inspections~~capital in private equity and special opportunities. He was responsible for originating, underwriting, structuring and executing transactions. He was active in the closing, governance and monitoring of firm investments. Previously, he was an investment professional at Cerberus Capital Management, L.P., a $50 billion alternative investment management firm based in New York, in the private equity and the corporate credit groups where he focused on private equity and special situations investments across a wide range of industries. He was responsible for executing transactions and overseeing portfolio company investments, as well as identifying and executing public-market investments. He underwrote transactions and conducted financial, business and operational diligence. Prior to that he was an Analyst at Morgan Stanley & Co. Inc. in the Media & Entertainment and Transportation groups. Jeremy graduated from Columbia College with a Bachelors of Arts.

~~Not~~Ms. Maggie ~~applicable~~Arvedlund serves as an independent director. She currently serves as the Chief Executive Officer and Managing Partner of Turning Rock Partners. Funds affiliated with Turning Rock Partners have made a passive investment representing a majority of the economic interests in our Sponsor. Prior to founding Turning Rock Partners, Ms. Arvedlund was a Managing Director at Fortress Investment Group where she spent eight years. Fortress Investment Group is a global investment firm. While at Fortress, Ms. Arvedlund was responsible for private equity and debt investments for the Fortress Partners Fund, a multi-strategy vehicle which invested across asset classes and capital structures. During her tenure at Fortress, Ms. Arvedlund served on the Investment Committee from 2010-2015. Prior to joining Fortress, Ms. Arvedlund worked at Hall Capital Partners where she held roles in the portfolio management and research divisions. Hall Capital Partners is a privately held registered investment advisory firm. Prior to Hall Capital Partners, Ms. Arvedlund held a number of senior operating roles in several privately held businesses. Ms. Arvedlund received a BS with Honors from Vanderbilt University in

6572

~~PART~~ Economics ~~III~~and an MBA in Finance from NYU’s Stern School of Business. Ms. Arvedlund serves on several non-profit boards including Summer Search New York City and is a founding member of the NYU Stern Private Equity Advisory Board.

~~Item~~Mr. 10Marc Cho serves as the Chief Investment Officer for GA Telesis and is the President of the LIFT (Leasing, Investments, Finance & Trading) Group. ~~Directors~~LIFT’s mission is to apply the vast experience, ~~Executive~~expertise, ~~Officers~~and execution capabilities of GAT to make investments, manage assets, and ~~Corporate~~develop ~~Governance~~new business strategies in the aviation sector. LIFT is comprised of the Asset Transaction Group (ATG: aircraft and engine leasing and trading and asset origination, management, and remarketing), Capital Management Group (CMG: management of third-party investor capital) the Leveraged Finance Group (LFG: alternative lender and financing solutions) and GA Telesis Rotorcraft (GATR: helicopter leasing and finance). Before joining GA Telesis in 2017, Mr. Cho served as President of Echelon Aviation, the aircraft investment platform for Prospect Capital, which he co-founded in 2014. Prior to that, Mr. Cho was a Director in the Aircraft Trading and Investment team at Bank of America Merrill Lynch (BAML) for nearly eight years, where he directed origination of aircraft leasing investments, acquisition of secondary market aircraft debt, and management of a lease portfolio that grew to over 90 aircraft. He also led the acquisition of over $2.5 billion in loans and execution of over 400 aircraft trades. Prior to BAML, Mr. Cho was a Senior Vice President at DVB Bank AG for over four years, where he closed over $2.0 billion in aircraft financings during his term. His prior experience also includes executive positions at GE Capital Aviation Services (GECAS) and the aircraft finance division of Heller Financial. Mr. Cho graduated from the Wharton School of the University of Pennsylvania, where he earned a bachelor of science in economics.

~~Officers~~Mr. Joseph DaGrosa, Jr. serves as an independent director. He has been a member of the board of directors of GlobalX since June 2020. Mr. DaGrosa currently serves as Chairman of DaGrosa Capital Partners LLC, a private equity firm focused on making control and ~~Directors~~influential minority investments in companies throughout the United States, Western Europe and Latin America, having served in that role since February 2020. Mr. DaGrosa is a co-founder of 1848 Capital Partners LLC (“1848”), having co-managed the firm from its founding in 2003 until 2016 and having served as a member of the firm’s investment committee. Mr. DaGrosa also served as co-chairman or as a board member for the following 1848 portfolio companies: Eastern Airlines, Brazil Tower Company, and Jet Support Services, Inc. Mr. DaGrosa served as Founder and Senior Partner at Core Values Partners LLC (“Core Values”), during which time Mr. DaGrosa co- founded the Heartland Food Corp., a Core Values’ portfolio platform company used to acquire two hundred and forty eight (248) Burger King restaurants out of bankruptcy (and in workout situations), creating the second largest franchisee in the Burger King system. Heartland was successfully sold in December 2006 to an affiliate of the Blackstone Group., Mr. DaGrosa was a partner at MapleWood Partners LP, a Miami-based private equity firm, where he served as a member of the Executive and Investment Committees and was co-head of the firm’s Transaction Team. Prior to MapleWood Partners LP, Mr. DaGrosa was a vice president for PaineWebber, Inc. (now part of UBS) in its Special Accounts Group. Mr. DaGrosa holds a Bachelor of Science degree in Finance, Accounting and Statistics from Syracuse University.

Name	Age		Position
Edward J. Wegel		64	Chairman of the Board and Chief Executive Officer
Ryan Goepel		47	Chief Financial Officer
Jeremy Falk		42	Chief Operating Officer
Maggie Arvedlund		42	Director
Joseph DaGrosa, Jr.		57	Director
Nathaniel Felsher		41	Director
Abdol Moabery		54	Director

Mr. Nathaniel Felsher serves as an independent director. He is the current Founder and Chief Executive Officer of CAVU Management Partners, LLC, a consulting services company, having served in that role since March 2019. Felsher is the former President and Chief Strategy Officer of Aimia Inc. (TSX: AIM), a holding company with a focus on long-term investments in public and private companies, having served in that role from August 2018 through November 2018. Previously, Mr. Felsher worked at Deutsche Bank, a German multinational investment bank and financial services company, where he served for eleven years, in ever increasing roles of responsibility, most recently as Global Co-Head of Aviation – Corporate & Investment Banking until August 2018. Throughout his time at Deutsche Bank, Mr. Felsher advised clients in the aircraft leasing, airline loyalty, travel technology and transportation infrastructure sectors with respect to strategy, equity and debt placements and M&A, having executed transactions in more than 20 countries. Mr. Felsher has global deal experience having executed transactions in more than 20 countries. Prior to joining Deutsche Bank, Mr. Felsher held investment banking positions with HSBC and JPMorgan Chase & Co.

Mr. Abdol Moabery serves as an independent director. Mr. Moabery is the founder, Chief Executive Officer of

~~Edward~~73

J.Table Wegelof Contents

~~and~~ GA Telesis, a leader in integrated commercial aviation services. Founded in 2002 by Mr. MDMoabery, GA Telesis has quickly grown to one of the largest firms in its sector, amassing vertically integrated global aviation services businesses including engine, component and aerostructural maintenance and engineering, aircraft replacement parts distribution and supply-80 chain management, aircraft and engine leasing, and investment management with operating units throughout the Americas, Europe and Asia. The company has also developed several strategic partnerships, including GAIC, a one-of-kind joint-venture, based in Beijing, with Air China. GA Telesis has won numerous awards and accolades, including the 2018 Air Transport Best Integrated Aviation Solutions Provider, 2014 Air Transport World MRO of the Year, The Boeing Gold Services Award and was also named among a select group of companies in the United States classified as a Good-to-Great company. While Mr. Moabery holds a substantial stake in the company, since 2007, the company’s stockholders have grown to include significant stakes by global financial institutions, Bank of America Merrill Lynch (NYSE: BAC) and Tokyo Century Corporation (8439: Tokyo).

~~Airlines);~~A serial entrepreneur, Mr. coMoabery is responsible for the start-~~founded~~up, organization and development of GA Telesis. He has 30 years of direct experience in various disciplines in aviation from flight, lease and structured finance to logistics and maintenance. Mr. ~~Atlantic~~Moabery previously served as Executive Vice President of Aviation Systems

~~Mr.~~74

RyanTable Goepelof sContents

~~profitable~~ International, ~~low~~ Inc., where his responsibilities included oversight and management of worldwide operations. Prior to joining ASI, he was with C-~~cost scheduled~~S Aviation Services, Inc. (a Soros Fund Management company), where he was responsible for the sale and marketing of the company’s aviation portfolio assets.

~~preserving~~Mr. ~~best~~Moabery currently serves as the Chairman of the Board of Trustees at Florida Atlantic University and is President-~~in-class~~elect of the Wings Club Foundation Board of Governors. He also serves as board member to several national and local charitable organizations. Mr. ~~safety,~~Moabery received the prestigious Wright Brothers Memorial Award in 2014 and the ISTAT Life Time Achievement Award in 2021 for his accomplishments in aviation.

66Advisor

~~Table~~Furthermore, ofour ~~Contents~~advisor is:

Alvin Khoo serves as Executive Vice President and ~~successful~~Chief ~~initial~~Financial ~~public~~Officer ~~offering~~for GA Telesis. HeMr. Khoo ishas played an instrumental role in strategic transactions like the acquisition of Finnair Engine Services and the introduction of Tokyo Century and All Nippon Airways as strategic equity investors. Prior to joining GA Telesis, Mr. Khoo was most recently a ~~Certified~~Managing ~~Management~~Director ~~Accountant~~at SkyWorks Capital, ~~with~~where anhe ~~MBA~~led ~~from~~corporate ~~Texas~~finance ~~A&M~~and ~~University~~restructuring advisory efforts. Prior to SkyWorks Capital, Khoo held various positions at JP Morgan’s Transportation Investment Banking Group. Khoo helmed the origination and ~~Bachelor~~execution of ~~Arts~~transactions ~~from~~in the ~~University~~aviation, aerospace, and aircraft leasing sectors. Khoo has significant transaction experience including initial public offerings, out-of-court ~~British~~restructuring ~~Columbia~~and bankruptcies, secured and unsecured bank and bond financings, all while advising on numerous M&A transactions. Khoo also previously worked for SH&E and NatWest Markets. He received his BA from Trinity College.

~~Mr.~~Number and Terms of Office of Officers and Directors

~~Jeremy~~Our ~~Falk~~board of directors consists of six members and is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Nathaniel Felsher and Abdol Moabery, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Maggie Arvedlund and Joseph DaGrosa, Jr., will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Edward J. Wegel and Marc Cho, will expire at the third annual general meeting.

~~Mr.~~75

JeffTable Zeunikof Contents

~~new-build~~Prior to the completion of an 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 an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

~~747-8F~~Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our second amended and restated memorandum and articles of association.

~~post-9/11~~Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Abdol Moabery, Mr. Nathaniel Felsher, Mr. Joseph DaGrosa, Jr., Ms. Maggie Arvedlund and Mr. Cho are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

~~Maggie~~Committees ~~Arvedlund~~of the Board of Directors

67Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each of our audit committee, our compensation committee and our nominating and corporate governance is composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The charter of each committee is available on our website.

~~Table~~Audit ofCommittee ~~Contents~~

~~several non-profit boards~~We have established an audit committee of the board of directors. Abdol Moabery, Joseph DaGrosa, Jr. and Nathaniel Felsher serve as members of our audit committee, and Nathaniel Felsher chairs the audit committee. All members of our audit committee are independent of and unaffiliated with our Sponsor.

MrOur board of directors has determined that each member of the audit committee is financially literate and that Nathaniel Felsher qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

~~Joseph~~We ~~DaGrosa~~have adopted an audit committee charter, ~~Jr.~~which details the principal functions of the audit committee, including:

~~a co-founder~~ • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

~~having co~~• pre-~~managed~~ approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

~~as co-chairman or~~• reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

~~co-~~76

was co-head Table of Contents

~~Mr.~~• setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

~~Nathaniel~~• ~~Felsher~~setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

~~Global Co~~• meeting obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-~~Head~~ control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

~~Mr.~~• reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

~~Abdol~~• ~~Moabery~~reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

~~a one-of-kind joint-venture,~~Compensation Committee

We have established a ~~Good-to-Great company~~ compensation committee of the board of directors. Abdol Moabery and Joseph DaGrosa, Jr. serve as members of our compensation committee, and Abdol Moabery chairs the compensation committee.

We have adopted a compensation committee charter, which details the ~~start-up~~ principal functions of the compensation committee, ~~organization~~ including:

68• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

~~Table~~• reviewing and approving on an annual basis the compensation of ~~Contents~~all of our other officers;

~~with C-S Aviation~~• reviewing on an annual basis our executive compensation policies and plans;

~~Mr. Moabery~~• ~~currently~~implementing ~~serves~~and asadministering ~~the~~our ~~Chairman~~incentive ofcompensation ~~the Board of Trustees at Florida Atlantic University and is President~~equity-~~elect~~based ofremuneration the Wings Club Foundation Board of Governors. He also serves as board member to several national and local charitable organizations. Mr. Moabery received the prestigious Wright Brothers Memorial Award in 2014 and the ISTAT Life Time Achievement Award in 2021 for his accomplishments in aviation. plans;

~~Advisors~~• assisting management in complying with our proxy statement and annual report disclosure requirements;

~~Furthermore~~• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our ~~advisors~~officers ~~include:~~and employees;

~~Alvin~~• ~~Khoo~~if required, producing a report on executive compensation to be included in our annual proxy statement; and

~~out-of-court~~• reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

~~Marc~~Notwithstanding ~~Cho~~the foregoing, as indicated above, other than the payment to our Sponsor of $10,000 per month, for up to 15 months (or up to 18 months, as applicable), for office space, utilities, secretarial support and administrative services and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

~~co-founded~~77

NumberTable and Terms of Office of Officers and Directors Contents

~~Our~~The ~~board~~charter ofalso ~~directors~~provides ~~consists~~that ofthe ~~five~~compensation ~~members~~committee ~~and is divided into three classes~~may, ~~with only one class of directors being elected~~ in ~~each~~its ~~year~~sole discretion, ~~and~~retain ~~with~~or ~~each~~obtain ~~class~~the ~~(except~~advice ~~for~~of ~~those directors appointed prior to our first annual general meeting) serving~~ a ~~three-year~~compensation ~~term. In accordance with Nasdaq corporate governance requirements~~consultant, weindependent ~~are~~legal ~~not~~counsel ~~required~~or toother ~~hold~~adviser anand ~~annual~~will ~~general~~be ~~meeting~~directly ~~until~~responsible ~~one~~for ~~year~~the ~~after~~appointment, ~~our~~compensation ~~first~~and ~~fiscal~~oversight ~~year end following our listing on Nasdaq. The term~~ of ~~office of~~ the ~~first~~work ~~class~~ of ~~directors,~~any ~~consisting~~such ofadviser. ~~Nathaniel Felsher and Abdol Moabery~~However, ~~will~~before ~~expire~~engaging ator ~~our~~receiving ~~first~~advice ~~annual~~from ~~general~~a ~~meeting.~~compensation ~~The~~consultant, ~~term~~external oflegal ~~office~~counsel ofor ~~the~~any ~~second~~other ~~class of directors~~adviser, ~~consisting~~the ofcompensation ~~Maggie~~committee ~~Arvedlund and Joseph DaGrosa, Jr.,~~ will ~~expire~~consider at the ~~second~~independence ~~annual general meeting. The term~~ of ~~office~~each ofsuch ~~the third class of directors~~adviser, ~~consisting~~including ofthe ~~Edward~~factors J.required ~~Wegel,~~by ~~will~~Nasdaq ~~expire~~and at the ~~third annual general meeting~~SEC.

69Nominating and Corporate Governance Committee

~~Table~~We have established a nominating and corporate governance committee of ~~Contents~~the board of directors. Joseph DaGrosa, Jr., Nathaniel Felsher and Abdol Moabery serve as members of our nominating and corporate governance committee, and Joseph DaGrosa, Jr. chairs the nominating and corporate governance committee. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.

~~Prior~~We tohave ~~the~~adopted ~~completion of an initial business combination, any vacancy on the board of directors may be filled by~~ a ~~nominee~~nominating ~~chosen~~and bycorporate ~~holders~~governance ofcommittee ~~a majority of our founder shares. In addition~~charter, ~~prior~~which todetails the ~~completion~~principal offunctions ~~an initial business combination, holders~~ of ~~a majority of our founder shares may remove a member of~~ the ~~board~~nominating ofand ~~directors~~corporate ~~for~~governance ~~any~~committee, ~~reason.~~including:

~~Our~~• ~~officers~~identifying, ~~are~~screening ~~appointed~~and byreviewing ~~the~~individuals ~~board~~qualified ofto serve as directors and ~~serve~~recommending atto the ~~discretion of the~~ board of directors, ~~rather~~candidates ~~than~~ for ~~specific~~nomination ~~terms~~for ofelection ~~office.~~at ~~Our~~the ~~board~~annual meeting of ~~directors~~stockholders isor ~~authorized~~ to ~~appoint~~fill ~~officers~~vacancies ason itthe ~~deems~~board ~~appropriate pursuant to our second amended and restated memorandum and articles~~ of ~~association.~~ directors;

~~Director~~• ~~Independence~~developing, recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

~~Nasdaq~~• ~~listing~~coordinating ~~standards~~and ~~require~~overseeing ~~that~~the aannual ~~majority~~self-evaluation of ~~our~~the board of directors, ~~be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or~~ its ~~subsidiaries~~committees, ~~or any other~~ individual ~~having~~directors aand ~~relationship~~management ~~which~~ in the ~~opinion~~governance of the company’s; board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Abdol Moabery, Mr. Nathaniel Felsher, Mr. Joseph DaGrosa, Jr. and Ms. Maggie Arvedlund are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

~~Committees~~• ofreviewing ~~the~~on ~~Board~~a ofregular ~~Directors~~basis our overall corporate governance and recommending improvements as and when necessary.

~~phase-in~~Director Nominations

~~Rule 10A-3~~Our nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election at the annual meeting of the stockholders.

~~Audit~~We ~~Committee~~have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

WeAdvisors ~~have~~to ~~established an audit committee of~~ the ~~board~~Board of ~~directors.~~Directors Abdol Moabery, Joseph DaGrosa, Jr. and Nathaniel Felsher serve as members of our audit committee, and Nathaniel Felsher chairs the audit committee. All members of our audit committee are independent of and unaffiliated with our Sponsor.

~~Our~~We formed an advisory board comprised of ~~directors~~two ~~has~~members, ~~determined~~which ~~that~~appointments ~~each~~took ~~member~~effect upon the closing of our initial public offering. One of our advisors, Mr. Cho, was elected as a director of the ~~audit~~Company ~~committee~~on isJanuary 16, ~~financially~~2023 ~~literate~~and no longer serves as an advisor. Our remaining advisor, Mr. Khoo, assists our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that ~~Nathaniel~~we ~~Felsher~~acquire. ~~qualifies~~The asadvisor anis ~~“audit~~neither ~~committee~~paid ~~financial~~nor ~~expert”~~reimbursed asfor ~~defined~~any out-of-pocket expenses in ~~applicable~~connection ~~SEC~~with ~~rules~~the search of acquisition targets before or after the consummation of our initial business combination. We have not currently entered into any formal arrangements or agreements with the advisor to provide services to us and he has ~~accounting~~no orfiduciary ~~related~~obligations ~~financial~~to ~~management~~present ~~expertise~~business opportunities to us.

We78 ~~have adopted an audit committee charter, which details the principal functions of the audit committee, including:~~

•Table the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;Contents

•Code ~~pre-approving~~of ~~all~~Ethics ~~audit~~ and ~~non-audit~~Committee ~~services~~Charters ~~to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;~~

•We ~~reviewing~~adopted a Code of Ethics, our audit committee charter, our compensation committee charter and ~~discussing~~nominating ~~with~~and ~~the~~corporate ~~independent~~governance ~~registered~~committee charter in connection with our initial public ~~accounting~~offering. ~~firm~~A ~~all~~copy ~~relationships~~of ~~the~~each ~~auditors~~of ~~have~~these ~~with~~documents will be provided without charge upon request from us inand ~~order~~will tobe ~~evaluate~~posted ~~their~~on ~~continued~~our ~~independence;~~website.

70If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

~~Table~~Conflicts of ~~Contents~~Interest

•Under ~~setting~~Cayman ~~clear~~Islands ~~hiring~~law, ~~policies~~directors ~~for~~owe ~~employees~~fiduciary orduties ~~former~~to ~~employees of~~ the ~~independent~~company ~~registered~~including ~~public~~the ~~accounting~~following: ~~firm;~~

• ~~setting~~duty ~~clear~~to ~~policies~~act ~~for~~in ~~audit~~good ~~partner~~faith ~~rotation~~in what the director believes to be in ~~compliance~~the ~~with~~best ~~applicable~~interests ~~laws~~of ~~and~~the ~~regulations~~company as a whole;

• ~~meeting~~duty ~~obtaining~~to ~~and~~exercise ~~reviewing~~authority afor ~~report, at least annually, from~~ the ~~independent~~purpose ~~registered~~for ~~public~~which ~~accounting~~it ~~firm~~is describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issuesconferred;

• ~~reviewing~~directors ~~and~~should ~~approving~~not ~~any~~improperly ~~related~~fetter ~~party~~the ~~transaction~~exercise ~~required to be disclosed pursuant to Item 404~~ of ~~Regulation~~future ~~S-K promulgated by the SEC prior to us entering into such transaction~~discretion; ~~and~~

• ~~reviewing~~duty ~~with~~not ~~management,~~to ~~the~~put ~~independent~~themselves ~~registered~~in ~~public~~a ~~accounting~~position ~~firm,~~in ~~and~~which ~~our~~there ~~legal~~is ~~advisors,~~a asconflict ~~appropriate,~~between ~~any~~their ~~legal,~~duty ~~regulatory~~to orthe ~~compliance~~company ~~matters, including any correspondence with regulators or government agencies~~ and ~~any~~their ~~employee~~personal ~~complaints~~interests; ~~or published reports that raise material issues regarding our financial statements or accounting policies~~ and ~~any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.~~

~~Compensation~~• ~~Committee~~duty to exercise independent judgment.

WeIn ~~have~~addition ~~established~~to athe ~~compensation~~above, ~~committee~~directors ofalso ~~the~~owe ~~board~~a duty of ~~directors.~~care ~~Abdol~~which ~~Moabery~~is ~~and~~not ~~Joseph~~fiduciary ~~DaGrosa,~~in Jrnature. ~~serve~~This duty has been defined as ~~members~~a ofrequirement ~~our~~to ~~compensation~~act ~~committee~~as a reasonably diligent person having both the general knowledge, skill and ~~Abdol~~experience ~~Moabery~~that ~~chairs~~may reasonably be expected of a person carrying out the ~~compensation~~same ~~committee~~functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

WeAs set out above, directors have ~~adopted~~a duty not to put themselves in a ~~compensation~~position ~~committee~~of ~~charter~~conflict and this includes a duty not to engage in self-dealing, ~~which~~or ~~details~~to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the ~~principal~~shareholders ~~functions~~provided that there is full disclosure by the directors. This can be done by way of permission granted in the ~~compensation~~amended ~~committee,~~and ~~including:~~restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

•Each ~~reviewing~~of ~~and~~our ~~approving~~officers onand andirectors ~~annual~~presently ~~basis~~has, ~~the~~and ~~corporate~~any ~~goals~~of ~~and~~them ~~objectives~~in ~~relevant~~the tofuture ~~our~~may ~~Chief~~have, ~~Executive~~additional ~~Officer’s~~fiduciary ~~compensation~~or ~~evaluating~~contractual ~~our~~obligations ~~Chief~~to ~~Executive~~other ~~Officer’s~~entities ~~performance~~pursuant into ~~light~~which of such ~~goals~~officer ~~and~~or ~~objectives~~director ~~and~~is ~~determining~~or ~~and~~will ~~approving~~be ~~the~~required ~~remuneration~~to ~~(if~~present ~~any) of our Chief Executive Officer based on such evaluation;~~

•79 ~~reviewing and approving on an annual basis the compensation of all of our other officers;~~

•Table reviewingof on an annual basis our executive compensation policies and plans;Contents

•a ~~implementing~~business combination opportunity (e.g., Edward J. Wegel serves as our Chief Executive Officer and ~~administering~~Executive Chairman of our ~~incentive~~board ~~compensation~~of ~~equity~~directors and serves as Co-~~based~~Founder ~~remuneration~~and ~~plans;~~President of AVi8 (having assumed the role in December 2016), and Ryan Goepel serves as our Chief Financial Officer and is also the Chief Financial Officer of AVi8 (having assumed that role in February 2020) and the Chief Financial Officer of GlobalX (having served in that role since February 2020), and was elected to the board of directors of GlobalX in June 2020). 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 then-current fiduciary or contractual obligations, he or she will honor such obligations to present such business combination opportunity to such entity, subject to his or her fiduciary duties. We do not believe, however, that the fiduciary or contractual obligations of our officers or directors will materially affect our ability to identify and pursue business combination opportunities or complete our initial business combination.

•Potential ~~assisting~~investors ~~management~~should inalso ~~complying~~be ~~with~~aware ~~our~~of ~~proxy~~the ~~statement~~following ~~and~~other ~~annual~~potential ~~report~~conflicts ~~disclosure~~of ~~requirements;~~interest:

• ~~approving~~None ~~all~~of ~~special~~our ~~perquisites,~~officers ~~special~~or ~~cash~~directors ~~payments~~is ~~and~~required ~~other~~to ~~special~~commit ~~compensation~~his ~~and~~or ~~benefit~~her ~~arrangements~~full ~~for~~time to our ~~officers~~affairs and, ~~employees;~~accordingly, may have conflicts of interest in allocating his or her time among various business activities.

• ifIn ~~required~~the course of their other business activities, ~~producing~~our aofficers ~~report~~and ondirectors ~~executive~~may ~~compensation~~become toaware of investment and business opportunities which may be ~~included~~appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in ~~our~~determining ~~annual~~to ~~proxy~~which ~~statement;~~entity ~~and~~a particular business opportunity should be presented.

• ~~reviewing,~~Our ~~evaluating~~initial shareholders have agreed to waive their redemption rights with respect to any founder shares and ~~recommending~~any ~~changes~~public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to any founder shares held by them if ~~appropriate~~we fail to consummate our initial business combination within the completion window. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the ~~remuneration~~redemption of our public shares, and the private placement warrants will expire worthless. Furthermore, our initial shareholders have agreed not to transfer, assign or sell any founder shares held by them until one year after the date of the consummation of our initial business combination or earlier if, subsequent to our initial business combination, (i) the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A ordinary shares issuable upon exercise of such warrants will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

~~out-~~• Our officers and directors may have a conflict of~~-pocket~~ 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.

71• Our sponsor or any of its affiliates may make additional investments in the company in connection with our initial business combination, although our sponsor and their affiliates have no obligation to do so. If our sponsor or any of its affiliates elect to make additional investments or provide financing, such proposed transactions could influence our sponsor’s motivation to complete our initial business combination.

~~Table~~80 ~~of Contents~~

TheTable charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Contents

~~Nominating~~• Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and ~~Corporate~~financing ~~Governance~~arrangements ~~Committee~~as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1.5 million of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

WeThe ~~have~~conflicts ~~established~~described aabove nominating and corporate governance committee of the board of directors. Joseph DaGrosa, Jr., Nathaniel Felsher and Abdol Moabery serve as members of our nominating and corporate governance committee, and Joseph DaGrosa, Jr. chairs the nominating and corporate governance committee. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may ~~recommend~~not abe ~~director~~resolved ~~nominee~~in ~~for selection by~~ our ~~board of directors~~favor. ~~In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.~~

We ~~have~~are ~~adopted~~not prohibited from pursuing an initial business combination with a ~~nominating~~company ~~and~~that ~~corporate~~is ~~governance~~affiliated ~~committee~~with ~~charter~~the Sponsor, ~~which~~officers ~~details~~or directors or making the ~~principal~~acquisition ~~functions~~through a joint venture or other form of shared ownership with the ~~nominating~~Sponsor, ~~and~~officers ~~corporate~~or ~~governance~~directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with the Sponsor, officers or directors, we, or a committee of independent directors, ~~including:~~would obtain an opinion from an independent investment banking firm which is a member of FINRA or from an independent accounting firm 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 ~~identifying~~Sponsor or any of our existing officers or directors, ~~screening~~or ~~and~~any ~~reviewing~~entity ~~individuals~~with ~~qualified~~which tothey are affiliated, may serve as ~~directors~~a finder or provide other services for which they may be paid underwriting discounts and ~~recommending~~commissions, placement agent fees, initial purchaser fees or discounts, finder’s fees, arrangement fees,

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