~~Table~~falseFY000189332500-0000000Shares have been retroactively adjusted to reflect the issuance of ~~Contents~~4,312,500 Class B ordinary shares in a share recapitalization on December 13, 2021 and the surrender of 2,812,500 Class B ordinary shares for no consideration on February 19, 2022 (Note 5).Assumes the transaction closes on April 10, 2024.Reflects 3-month US treasury, secondary market rate as of the valuation date.Estimated by solving for the implied probability of completing the Business Combination with StudioCo based on the public warrant price and the contemplated exchange price of $0.50, adjusted for the time value of money.Reflects the issuance of 4,312,500 Class B ordinary shares in a share recapitalization on December 13, 2021 (Note 5).Derived as follows: 9%*(1-91%), where 9% represents the probability of completing a different business combination based on public trading of rights for special purpose acquisition companies and 91% represents the probability of completing the Business Combination with StudioCo.Reflects the surrender of 2,812,500 of Class B ordinary shares for no consideration on February 19, 2022 (Note 5).Equity linked contract that is classified as a liability given potential for variable share settlement at close of the Business Combination. PIPE reflects common equity in the pro forma, combined company post-close of the Business Combination (Note 10).Maturity date March 23, 2023.Based on public trading of rights for special purpose acquisition companies and their implied business combination probabilities as of December 31, 2022. 0001893325 2023-01-01 2023-12-31 0001893325 2022-12-31 0001893325 2023-12-31 0001893325 2022-01-01 2022-12-31 0001893325 2021-11-03 2021-12-31 0001893325 2022-01-10 2022-01-10 0001893325 2022-01-10 0001893325 2021-12-31 0001893325 2023-06-30 0001893325 2021-11-02 0001893325 us-gaap:CommonClassBMember 2022-12-31 0001893325 us-gaap:CommonClassAMember 2022-12-31 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001893325 scrm:UnitedStatesTreasuryBillsMember 2022-12-31 0001893325 scrm:AdministrativeServicesAgreementMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:MeasurementInputProbabilityRateOfDifferentBusinessCombinationMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2022-12-31 0001893325 scrm:UnitedStatesTreasuryBillsMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel1Member scrm:U.s.GovernmentTreasurySecuritiesMember 2022-12-31 0001893325 scrm:PrivatePlacementWarrantsMember 2023-01-01 2023-12-31 0001893325 us-gaap:CommonClassAMember us-gaap:IPOMember 2023-01-01 2023-12-31 0001893325 scrm:PublicWarrantsMember 2023-01-01 2023-12-31 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember us-gaap:PrivatePlacementMember 2023-01-01 2023-12-31 0001893325 scrm:RedemptionOfWarrantsMember scrm:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001893325 us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001893325 us-gaap:CommonClassBMember 2023-01-01 2023-12-31 0001893325 us-gaap:OverAllotmentOptionMember 2023-01-01 2023-12-31 0001893325 us-gaap:IPOMember 2023-01-01 2023-12-31 0001893325 us-gaap:PrivatePlacementMember 2023-01-01 2023-12-31 0001893325 scrm:AdministrativeServicesAgreementMember 2023-01-01 2023-12-31 0001893325 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001893325 scrm:FounderSharesMember 2023-01-01 2023-12-31 0001893325 us-gaap:CapitalUnitsMember 2023-01-01 2023-12-31 0001893325 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:WarrantLiabilityMember 2023-01-01 2023-12-31 0001893325 scrm:PipeWithReductionRightLiabilityMember 2023-01-01 2023-12-31 0001893325 scrm:PrivateInvestmentInPublicEquityReductionRightLiabilityMember 2023-01-01 2023-12-31 0001893325 scrm:SubscriptionAgreementMember scrm:AccreditedInvestorsMember scrm:ReductionRightSharesMember 2023-01-01 2023-12-31 0001893325 scrm:PrivatePlacementWarrantsMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001893325 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001893325 scrm:AdministrativeServicesAgreementMember 2022-01-01 2022-12-31 0001893325 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:WarrantLiabilityMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-01-10 2022-01-10 0001893325 us-gaap:IPOMember 2022-01-10 2022-01-10 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember 2022-01-10 2022-01-10 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember us-gaap:PrivatePlacementMember 2022-01-10 2022-01-10 0001893325 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-01-10 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember 2022-01-10 0001893325 scrm:PublicWarrantsMember us-gaap:CommonClassAMember us-gaap:IPOMember 2022-01-10 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:CommonClassAMember us-gaap:PrivatePlacementMember 2022-01-10 0001893325 us-gaap:CommonClassBMember 2021-11-05 2021-11-05 0001893325 us-gaap:CommonClassBMember 2021-12-13 0001893325 us-gaap:CommonClassBMember scrm:FounderSharesMember 2021-12-13 0001893325 scrm:AdministrativeServicesAgreementMember 2021-12-13 0001893325 us-gaap:CommonClassBMember 2021-11-05 0001893325 scrm:PromissoryNoteIssuedToTheSponsorMember 2021-11-05 0001893325 srt:AffiliatedEntityMember us-gaap:RelatedPartyMember 2021-12-31 0001893325 us-gaap:CommonClassAMember 2021-12-31 0001893325 us-gaap:CommonClassBMember 2021-12-31 0001893325 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001893325 us-gaap:CommonClassBMember 2021-12-13 2021-12-13 0001893325 us-gaap:CommonClassBMember scrm:FounderSharesMember 2021-12-13 2021-12-13 0001893325 scrm:FounderSharesMember 2021-12-13 2021-12-13 0001893325 us-gaap:CommonClassBMember 2022-02-19 2022-02-19 0001893325 us-gaap:CommonClassBMember 2022-02-19 0001893325 us-gaap:CommonClassAMember 2022-02-19 0001893325 scrm:SponsorMember scrm:FounderSharesMember 2022-02-19 0001893325 us-gaap:CommonClassBMember 2024-02-29 0001893325 us-gaap:CommonClassAMember 2024-02-29 0001893325 us-gaap:SubsequentEventMember 2024-01-03 0001893325 scrm:SponsorMember 2022-01-11 0001893325 scrm:FounderSharesMember 2022-01-11 2022-01-11 0001893325 scrm:PipeWithReductionRightLiabilityMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-12-22 0001893325 scrm:PipeWithReductionRightLiabilityMember scrm:ProbabilityOfConsummatingABusinessCombinationMember 2023-12-22 0001893325 scrm:PipeWithReductionRightLiabilityMember us-gaap:MeasurementInputExpectedTermMember 2023-12-22 0001893325 scrm:PipeWithReductionRightLiabilityMember us-gaap:MeasurementInputSharePriceMember 2023-12-22 0001893325 us-gaap:CommonClassBMember 2021-11-03 2021-12-31 0001893325 scrm:AdministrativeServicesAgreementMember 2021-11-03 2021-12-31 0001893325 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-11-03 2021-12-31 0001893325 us-gaap:AdditionalPaidInCapitalMember 2021-11-03 2021-12-31 0001893325 us-gaap:CommonClassAMember 2021-11-03 2021-12-31 0001893325 us-gaap:RetainedEarningsMember 2021-11-03 2021-12-31 0001893325 us-gaap:CommonClassBMember 2023-12-31 0001893325 us-gaap:CommonClassAMember 2023-12-31 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001893325 srt:MaximumMember 2023-12-31 0001893325 srt:MinimumMember 2023-12-31 0001893325 scrm:PublicWarrantsMember 2023-12-31 0001893325 scrm:PrivatePlacementWarrantsMember 2023-12-31 0001893325 scrm:WorkingCapitalLoansMember scrm:SponsorMember 2023-12-31 0001893325 scrm:RedemptionOfWarrantsMember scrm:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember us-gaap:CommonClassAMember 2023-12-31 0001893325 scrm:UnitedStatesTreasuryBillsMember 2023-12-31 0001893325 scrm:AdministrativeServicesAgreementMember 2023-12-31 0001893325 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2023-12-31 0001893325 us-gaap:CommonClassBMember scrm:FounderSharesMember 2023-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2023-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2023-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember 2023-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2023-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:MeasurementInputProbabilityOfCompletingTheBusinessCombinationMember 2023-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:MeasurementInputProbabilityRateOfDifferentBusinessCombinationMember 2023-12-31 0001893325 scrm:WorkingCapitalLoansMember 2023-12-31 0001893325 scrm:SpacMarketDataPublishedByThirdPartyMember scrm:StudioCoMember scrm:MeasurementInputProbabilityOfCompletingTheBusinessCombinationMember 2023-12-31 0001893325 scrm:SpacMarketDataPublishedByThirdPartyMember scrm:StudioCoMember us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001893325 scrm:SpacMarketDataPublishedByThirdPartyMember scrm:StudioCoMember scrm:MeasurementInputProbabilityRateOfDifferentBusinessCombinationMember 2023-12-31 0001893325 scrm:SubscriptionAgreementMember scrm:AccreditedInvestorsMember us-gaap:CommonClassAMember 2023-12-31 0001893325 scrm:StudioCoMember 2023-12-31 0001893325 scrm:WillNotImpactCurrentAssetsMember 2023-12-31 0001893325 scrm:NonCashItemMember scrm:PipeWithReductionRightLiabilityMember 2023-12-31 0001893325 scrm:SubscriptionAgreementMember scrm:AccreditedInvestorsMember 2023-12-31 0001893325 scrm:StudioCoMember scrm:PipeWithReductionRightLiabilityMember 2023-12-31 0001893325 scrm:PipeWithReductionRightLiabilityMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2023-12-31 0001893325 scrm:PipeWithReductionRightLiabilityMember scrm:ProbabilityOfConsummatingABusinessCombinationMember 2023-12-31 0001893325 scrm:PipeWithReductionRightLiabilityMember us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001893325 scrm:PipeWithReductionRightLiabilityMember us-gaap:MeasurementInputExpectedTermMember 2023-12-31 0001893325 scrm:PipeWithReductionRightLiabilityMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001893325 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001893325 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001893325 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001893325 us-gaap:RetainedEarningsMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:WarrantLiabilityMember 2023-12-31 0001893325 scrm:PipeWithReductionRightLiabilityMember 2023-12-31 0001893325 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2023-12-31 0001893325 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-12-31 0001893325 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001893325 us-gaap:RetainedEarningsMember 2023-12-31 0001893325 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001893325 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001893325 us-gaap:RetainedEarningsMember 2021-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:WarrantLiabilityMember 2021-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:WarrantLiabilityMember 2022-12-31 0001893325 scrm:PipeWithReductionRightLiabilityMember 2021-12-31 0001893325 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-11-02 0001893325 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-11-02 0001893325 us-gaap:AdditionalPaidInCapitalMember 2021-11-02 0001893325 us-gaap:RetainedEarningsMember 2021-11-02 iso4217:USD xbrli:shares utr:Day xbrli:pure utr:Month utr:Year iso4217:USD xbrli:shares utr:Y

~~falseFY000189332500-0000000Shares~~UNITED ~~outstanding~~STATES reflect the issuance of 4,312,500 Class B ordinary shares in a share recapitalization on December 13, 2021.Reflects the surrender of 2,812,500 Class B ordinary shares for no consideration on February 19, 2022 (see Note 5).Shares and the associated amounts have been retroactively adjusted to reflect the issuance of 4,312,500 Class B ordinary shares in a share recapitalization on December 13, 2021 and the surrender of 2,812,500 Class B ordinary shares for no consideration on February 19, 2022 (see Note 5).Shares and the associated amounts have been retroactively adjusted to reflect the issuance of 4,312,500 Class B ordinary shares in a share recapitalization on December 13, 2021.Maturity date March 23, 2023.As of December 31, 2022 volatility is probability adjusted.Estimate based on public trading of rights for SPACs and their implied business combination probabilities as of December 31, 2022. Includes SPACs with completion deadlines similar to the Company’s deadline that have not announced a pending initial business combination. 0001893325 2022-01-01 2022-12-31 0001893325 2022-12-31 0001893325 2021-12-31 0001893325 2021-11-03 2021-12-31 0001893325 2021-12-13 0001893325 2021-12-13 2021-12-13 0001893325 2022-06-30 0001893325 2021-11-02 0001893325 us-gaap:CommonClassBMember 2022-12-31 0001893325 us-gaap:CommonClassAMember 2022-12-31 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001893325 srt:MinimumMember 2022-12-31 0001893325 srt:MaximumMember 2022-12-31 0001893325 scrm:PrivatePlacementWarrantsMember 2022-12-31 0001893325 scrm:PublicWarrantsMember 2022-12-31 0001893325 scrm:SponsorMember scrm:WorkingCapitalLoansMember 2022-12-31 0001893325 scrm:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember us-gaap:CommonClassAMember scrm:RedemptionOfWarrantsMember 2022-12-31 0001893325 scrm:UnitedStatesTreasuryBillsMember 2022-12-31 0001893325 scrm:SponsorMember us-gaap:CommonClassBMember 2022-12-31 0001893325 scrm:AdministrativeServicesAgreementMember 2022-12-31 0001893325 scrm:U.s.GovernmentTreasurySecuritiesMember us-gaap:FairValueInputsLevel1Member 2022-12-31 0001893325 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member 2022-12-31 0001893325 scrm:FounderSharesMember us-gaap:CommonClassBMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputSharePriceMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExercisePriceMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputPriceVolatilityMember 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedTermMember 2022-12-31 0001893325 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member us-gaap:MeasurementInputExpectedDividendRateMember 2022-12-31 0001893325 scrm:MeasurementInputProbabilityRateMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001893325 scrm:UnitedStatesTreasuryBillsMember 2022-12-31 0001893325 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-12-31 0001893325 us-gaap:CommonClassBMember 2021-12-31 0001893325 us-gaap:CommonClassAMember 2021-12-31 0001893325 scrm:AdministrativeServicesAgreementMember 2021-12-31 0001893325 scrm:SponsorMember 2021-12-31 0001893325 scrm:PrivatePlacementWarrantsMember 2022-01-01 2022-12-31 0001893325 us-gaap:IPOMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001893325 scrm:PublicWarrantsMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassAMember us-gaap:PrivatePlacementMember scrm:PrivatePlacementWarrantsMember 2022-01-01 2022-12-31 0001893325 scrm:SharePriceEqualOrExceedsEighteenRupeesPerDollarMember us-gaap:CommonClassAMember scrm:RedemptionOfWarrantsMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassAMember scrm:RedeemableCommonStockMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassBMember scrm:NonRedeemableCommonStockMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassAMember scrm:NonRedeemableCommonStockMember 2022-01-01 2022-12-31 0001893325 us-gaap:OverAllotmentOptionMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001893325 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001893325 us-gaap:IPOMember 2022-01-01 2022-12-31 0001893325 us-gaap:PrivatePlacementMember 2022-01-01 2022-12-31 0001893325 scrm:SponsorMember scrm:AdministrativeServicesAgreementMember 2022-01-01 2022-12-31 0001893325 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001893325 scrm:FounderSharesMember 2022-01-01 2022-12-31 0001893325 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001893325 us-gaap:CapitalUnitsMember 2022-01-01 2022-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:WarrantLiabilityMember 2022-01-01 2022-12-31 0001893325 us-gaap:CommonClassAMember 2021-11-03 2021-12-31 0001893325 us-gaap:CommonClassBMember 2021-11-03 2021-12-31 0001893325 us-gaap:CommonClassAMember scrm:RedeemableCommonStockMember 2021-11-03 2021-12-31 0001893325 scrm:NonRedeemableCommonStockMember us-gaap:CommonClassBMember 2021-11-03 2021-12-31 0001893325 us-gaap:CommonClassAMember scrm:NonRedeemableCommonStockMember 2021-11-03 2021-12-31 0001893325 scrm:SponsorMember scrm:AdministrativeServicesAgreementMember 2021-11-03 2021-12-31 0001893325 us-gaap:RetainedEarningsMember 2021-11-03 2021-12-31 0001893325 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-11-03 2021-12-31 0001893325 us-gaap:AdditionalPaidInCapitalMember 2021-11-03 2021-12-31 0001893325 scrm:RedeemableCommonStockMember us-gaap:CommonClassBMember 2021-11-03 2021-12-31 0001893325 us-gaap:IPOMember us-gaap:CommonClassAMember 2022-01-10 2022-01-10 0001893325 us-gaap:IPOMember 2022-01-10 2022-01-10 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember 2022-01-10 2022-01-10 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember us-gaap:CommonClassAMember 2022-01-10 2022-01-10 0001893325 us-gaap:IPOMember us-gaap:CommonClassAMember 2022-01-10 0001893325 us-gaap:PrivatePlacementMember scrm:PrivatePlacementWarrantsMember 2022-01-10 0001893325 us-gaap:CommonClassAMember scrm:PublicWarrantsMember us-gaap:IPOMember 2022-01-10 0001893325 scrm:PrivatePlacementWarrantsMember us-gaap:PrivatePlacementMember us-gaap:CommonClassAMember 2022-01-10 0001893325 us-gaap:CommonClassBMember 2021-11-05 2021-11-05 0001893325 scrm:SponsorMember us-gaap:CommonClassBMember 2021-11-05 2021-11-05 0001893325 us-gaap:CommonClassBMember 2021-12-13 0001893325 scrm:SponsorMember us-gaap:CommonClassBMember 2021-12-13 0001893325 scrm:AdministrativeServicesAgreementMember scrm:SponsorMember 2021-12-13 0001893325 us-gaap:CommonClassBMember scrm:SponsorMember 2021-11-05 0001893325 scrm:SponsorMember scrm:PromissoryNoteIssuedToTheSponsorMember 2021-11-05 0001893325 us-gaap:CommonClassBMember 2021-11-05 0001893325 us-gaap:CommonClassBMember 2021-12-13 2021-12-13 0001893325 scrm:FounderSharesMember us-gaap:CommonClassBMember 2021-12-13 2021-12-13 0001893325 us-gaap:CommonClassBMember 2022-02-19 2022-02-19 0001893325 us-gaap:CommonClassBMember 2022-02-19 0001893325 us-gaap:CommonClassAMember 2022-02-19 0001893325 scrm:FounderSharesMember scrm:SponsorMember 2022-02-19 0001893325 scrm:FounderSharesMember 2021-01-01 2021-12-31 0001893325 us-gaap:CommonClassAMember 2023-03-01 0001893325 us-gaap:CommonClassBMember 2023-03-01 0001893325 us-gaap:FairValueInputsLevel3Member scrm:WarrantLiabilityMember 2021-12-31 0001893325 us-gaap:FairValueInputsLevel3Member scrm:WarrantLiabilityMember 2022-12-31 0001893325 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2022-12-31 0001893325 us-gaap:RetainedEarningsMember 2022-12-31 0001893325 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001893325 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2021-11-02 0001893325 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-11-02 0001893325 us-gaap:AdditionalPaidInCapitalMember 2021-11-02 0001893325 us-gaap:RetainedEarningsMember 2021-11-02 0001893325 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2021-12-31 0001893325 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001893325 us-gaap:RetainedEarningsMember 2021-12-31 0001893325 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 iso4217:USD xbrli:shares utr:Day xbrli:pure utr:Month utr:Year iso4217:USD xbrli:shares utr:Y

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

FORM

~~Washington, D.C. 20549~~ 10-K

~~10-K~~(Mark One)

~~(Mark~~☒ ~~One~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For ~~ANNUAL~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 1331, OR2023 ~~15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☐ ~~the~~TRANSITION ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December~~SECTION ~~31,~~13 ~~2022~~OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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

ORFor the transition period from to

Commission file number:

~~For the transition period from to~~ 001-41203

~~001-41203~~SCREAMING EAGLE ACQUISITION CORP.

~~SCREAMING~~(Exact ~~EAGLE~~name ~~ACQUISITION~~of ~~CORP.~~registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

955 Fifth Avenue New York, New York		10075
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310)

Cayman Islands		N/A
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification Number)
955 Fifth AvenueNew York, New York		10075
(Address of principal executive offices)		(Zip Code)

209-7280

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

209-7280


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	SCRMU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, $0.0001 par value	SCRM	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	SCRMW	The Nasdaq Stock Market LLC

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

Title of Each Class:	TradingSymbol(s)	Name of Each Exchangeon Which Registered:
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	SCRMU	The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value	SCRM	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	SCRMW	The Nasdaq Stock Market LLC

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~~ ☒ 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 and post 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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

S12b-T2

of the Exchange Act.

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

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

~~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 to Section 12(b) of the Act, indicate by check mark ifwhether the ~~registrant~~financial ~~has~~statements ~~elected~~of ~~not to use~~ the ~~extended~~registrant ~~transition~~included ~~period~~in ~~for~~the ~~complying~~filing ~~with~~reflect ~~any~~the ~~new~~correction orof ~~revised~~an ~~financial~~error ~~accounting standards provided pursuant~~ to ~~Section 13(a)~~previously ofissued ~~the~~financial ~~Exchange Act~~statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes§240.10D-~~Oxley Act~~ 1(~~15 U.S.C. 7262(~~b)~~) by the registered public accounting firm that prepared or issued its audit report~~. ☒ ☐

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

12b-2

of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the registrant’s ordinary shares outstanding at June 30, ~~2022~~2023, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the ordinary shares on such date, as reported on The Nasdaq Global Market LLC, was $~~719~~774,~~250~~000,000.

As of February

~~As of March 1, 2023~~9

, 2024, there were 75,000,000 Class A Ordinary Shares, par value $0.0001, issued and outstanding, and 18,750,000 Class B Ordinary Shares, $0.0001 par value, issued and outstanding.

,TABLE ~~there~~OF ~~were~~CONTENTS ~~75,000,000 Class A ordinary shares, par value $0.0001, issued and outstanding, and 18,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.~~


Cautionary Note Regarding Forward-Looking Statements		1
PART I		2
Item 1.	Business	2
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	37
Item 2.	Properties	38
Item 3.	Legal Proceedings	38
Item 4.	Mine Safety Disclosures	38
PART II		38
Item 5.	Market for Registrant’s Shareholders’ Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	38
Item 6.	[Reserved]	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	46
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	46
PART III		46
Item 10.	Directors, Executive Officers and Corporate Governance	46
Item 11.	Executive Compensation	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	55
Item 13.	Certain Relationships and Related Transactions, and Director Independence	56
Item 14.	Principal Accounting Fees and Services	58
PART IV		58
Item 15.	Exhibits, Financial Statement Schedules	58

~~TABLE OF CONTENTS~~ (i)

Cautionary Note Regarding Forward-Looking Statements		ii
PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	38
Item 2.	Properties	38
Item 3.	Legal Proceedings	38
Item 4.	Mine Safety Disclosures	38
PART II		39
Item 5.	Market for Registrant’s Shareholders’ Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	39
Item 6.	[Reserved]	40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	46
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	46
PART III		47
Item 10.	Directors, Executive Officers and Corporate Governance	47
Item 11.	Executive Compensation	55
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	55
Item 13.	Certain Relationships and Related Transactions, and Director Independence	57
Item 14.	Principal Accounting Fees and Services	57
PART IV		59
Item 15.	Exhibits, Financial Statement Schedules	59

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

~~Table~~• our ability to complete our initial Business Combination (as defined herein) with LG Orion Holdings ULC, a British Columbia unlimited liability company (“StudioCo”), the studio business of ~~Contents~~Lions Gate Entertainment Corp., a British Columbia company (“Lions Gate Parent” or “Lionsgate”), or any other initial business combination;

~~CAUTIONARY~~• ~~NOTE~~our ~~REGARDING~~expectations ~~FORWARD-LOOKING~~around ~~STATEMENTS~~the performance of the prospective target business or businesses;

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

• our ~~ability~~officers and directors allocating their time to ~~select~~other anbusinesses ~~appropriate~~and ~~target~~potentially having conflicts of interest with our business or ~~businesses~~in approving our initial business combination;

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

• our ~~expectations~~pool ~~around the performance~~ of ~~the~~ prospective target ~~business or~~ businesses;

• the adverse impacts that events outside of our ~~success~~control, insuch ~~retaining~~as orincreased ~~recruiting~~geopolitical unrest, orsignificant ~~changes~~outbreaks ~~required~~of infectious diseases (such as COVID-19) and increased volatility in, ~~our~~the ~~officers,~~debt ~~key~~and ~~employees~~equity ormarkets, ~~directors~~may ~~following~~have on our ability to consummate an initial business combination;

• the ability of our officers and directors ~~allocating their time~~ to ~~other~~generate ~~businesses~~a ~~and~~number ~~potentially having conflicts~~ of ~~interest~~potential ~~with~~acquisition ~~our business or in approving our initial business combination~~opportunities;

• our ~~potential~~public ~~ability~~securities’ topotential ~~obtain~~liquidity ~~additional~~and ~~financing to complete our initial business combination~~trading;

• ~~our~~the ~~pool~~lack of ~~prospective~~a ~~target~~market ~~businesses~~for our securities;

• the ~~adverse~~use ~~impacts~~ of ~~the~~proceeds ~~COVID-19~~not ~~outbreak~~held ~~and~~in ~~other~~our ~~events~~Trust Account (~~such~~the as“Trust ~~terrorist~~Account”) ~~attacks, natural disasters~~ or aavailable ~~significant~~to ~~outbreak~~us offrom ~~other~~interest ~~infectious~~income ~~diseases)~~ on ~~our~~the ~~ability~~Trust toAccount ~~consummate an initial business combination~~balance;

• the ~~ability~~Trust ofAccount ~~our~~not ~~officers~~being ~~and~~subject ~~directors~~ to ~~generate~~claims ~~a number~~ of ~~potential~~third ~~acquisition opportunities~~parties; or

• our ~~public~~financial ~~securities’ potential liquidity and trading;~~performance.

•The forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the ~~lack~~section of athis ~~market~~Form ~~for~~10-K entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities; laws.

•Risk ~~the~~Factor ~~use~~Summary ~~of proceeds not held in the trust account or available to us from interest income on the trust account balance;~~

• ~~the~~Our ~~trust~~public ~~account~~shareholders may not ~~being~~be ~~subject~~afforded an opportunity to ~~claims~~vote on our proposed initial business combination, and even if we hold a vote, holders of ~~third~~our ~~parties;~~Founder orShares 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 such a combination.

• If we seek shareholder approval of our ~~financial~~initial ~~performance~~business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

~~The~~• ~~forward-looking~~Your ~~statements~~only ~~contained~~opportunity into ~~this~~effect ~~Form~~your ~~10-K~~investment ~~are~~decision ~~based~~regarding ona ~~our current expectations and beliefs concerning future developments and their~~ potential ~~effects~~business oncombination us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may ~~cause actual results or performance to~~ be ~~materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not~~ limited to, ~~those factors described under~~ the ~~section~~exercise of ~~this~~your ~~Form~~right ~~10-K~~to ~~entitled~~redeem ~~“Risk~~your ~~Factors.”~~shares ~~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~~us ~~projected~~for ~~in these forward-looking statements~~cash. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

ii• The 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.

~~Table~~• The ability of ~~Contents~~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.

~~PART~~• IThe ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

~~References~~• inThe ~~this~~requirement ~~report~~that ~~to “~~we,” ~~“us”~~complete orour ~~the~~initial ~~“Company”~~business ~~refer~~combination towithin ~~Screaming~~the ~~Eagle~~completion ~~Acquisition~~window ~~Corp.~~may ~~References~~give topotential ~~our~~target ~~“management”~~businesses orleverage ~~our~~over ~~“management~~us ~~team”~~in ~~refer~~negotiating toa ~~our~~business ~~officers~~combination and ~~directors.~~may ~~References~~limit tothe ~~our~~time ~~“initial~~we ~~shareholders”~~have ~~are~~in which to ~~the~~conduct ~~holders~~due ofdiligence on potential business combination targets, in particular as we approach our ~~Founder~~dissolution ~~Shares~~deadline, ~~prior~~which could undermine our ability to complete our initial ~~public~~business ~~offering.~~combination on terms that would produce value for our shareholders.

~~Item~~• 1.Our ~~Business~~search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19), and volatility in the debt and equity markets.

~~Introduction~~• The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

We• ~~are~~If awe ~~blank~~seek ~~check~~shareholder ~~company~~approval ~~incorporated~~of asour ainitial ~~Cayman~~business ~~Islands~~combination, ~~exempted~~our ~~company~~Sponsor, ~~for~~initial ~~the purpose of effecting a merger~~shareholders, ~~share exchange~~directors, ~~asset acquisition~~officers, ~~share~~advisors ~~purchase,~~and ~~reorganization~~their oraffiliates ~~similar~~may ~~business~~elect ~~combination~~to ~~with~~purchase ~~one~~shares or ~~more~~public ~~businesses~~warrants ~~(the~~from ~~“business~~public ~~combination”).~~shareholders, Wewhich ~~have~~may ~~neither~~influence ~~engaged~~a invote ~~any operations nor generated any revenue to date. Based~~ on ~~our business activities, the Company is~~ a ~~“shell~~proposed ~~company”~~business ascombination ~~defined~~and ~~under~~reduce the ~~Exchange~~public ~~Act of 1934 (the~~ “~~Exchange Act~~float”) ~~because~~of weour ~~have~~Class noA ~~operations~~Ordinary ~~and~~Shares ~~nominal~~or ~~assets~~public ~~consisting almost entirely of cash~~warrants.

~~Our~~• ~~efforts~~If ~~to identify~~ a ~~prospective~~shareholder ~~initial~~fails ~~business~~to ~~combination~~receive ~~target~~notice ~~will~~of ~~not~~our beoffer ~~limited~~ to aredeem ~~particular~~our ~~industry,~~public ~~sector~~shares orin ~~geographic~~connection ~~region.~~with ~~While~~our ~~we may pursue an~~ initial business combination, ~~opportunity in any industry~~ or ~~sector,~~fails ~~we intend~~ to ~~capitalize~~comply onwith the ~~ability~~procedures offor ~~our~~submitting ~~management team to identify and combine with a business~~ or ~~businesses~~tendering ~~that~~its ~~can~~shares, ~~benefit~~such ~~from~~shares ~~our management team’s established global relationships and operating experience. Our amended and restated memorandum and articles of association (as~~ may not be amended or restated, the “amended and restated memorandum and articles of association”) prohibit us from effectuating a business combination solely with another blank check company or similar company with nominal operationsredeemed.

On• ~~January 10,~~Because ~~2022,~~of ~~we consummated~~ our ~~initial~~limited ~~public~~resources ~~offering~~and (the ~~“initial~~significant ~~public~~competition ~~offering”)~~for ofbusiness 75combination opportunities,~~000,000~~ ~~units~~it ~~(the~~may ~~“units”).~~be ~~Each~~more ~~unit~~difficult ~~consists~~for ofus ~~one~~to ofcomplete ~~the~~our ~~Company’s~~initial ~~Class A~~business ~~ordinary shares, par value $0~~combination.~~0001~~ ~~per~~If ~~share~~we ~~(the~~have ~~“Class A~~not ~~ordinary~~consummated ~~shares”)~~our ~~and~~initial ~~one-third~~business ofcombination ~~one~~within ~~redeemable warrant (~~the ~~“public~~completion ~~warrants”)~~window, ~~with~~our ~~each~~ public ~~warrant~~shareholders ~~entitling~~may ~~the~~receive ~~holder~~only ~~thereof~~approximately ~~to purchase one Class A ordinary share for~~ $1110.5060 per public share., ~~The~~or ~~units~~less ~~were~~in ~~sold~~certain atcircumstances, aon ~~price~~the liquidation of ~~$10.00~~our ~~per~~Trust ~~unit~~Account, ~~generating~~and ~~gross~~our ~~proceeds~~warrants ofwill ~~$750,000,000.~~expire worthless.

~~Simultaneously~~• ~~with~~If the ~~consummation~~net proceeds of the initial public offering, weand ~~completed~~ the ~~private~~ sale (of the “private placement”) ofwarrants annot ~~aggregate~~being ofheld ~~11,733,333~~in ~~warrants (~~the ~~“private~~Trust ~~placement~~Account ~~warrants”~~are ~~and,~~insufficient ~~together~~to ~~with~~allow us to operate for at least the ~~public~~duration ~~warrants~~of the completion window, it could limit the ~~“warrants”)~~amount available to ~~Eagle~~fund ~~Equity~~our ~~Partners~~search V,for ~~LLC~~a ~~(the~~target ~~“Sponsor”)~~business ator abusinesses ~~purchase~~and ~~price~~our ofability ~~$1.50~~to ~~per~~complete ~~private~~our ~~placement~~initial ~~warrant~~business combination, ~~generating~~and ~~gross~~we ~~proceeds~~will ofdepend ~~$17~~on loans from our Sponsor,~~600,000.~~ its affiliates or our management team to fund our search and to complete our initial business combination.

~~Prior~~• toIf ~~the~~we ~~consummation~~are ofdeemed ~~the~~to ~~initial~~be ~~public offering, on November 5, 2021, the Sponsor paid~~ an ~~aggregate~~investment ofcompany ~~$25,000~~under ~~to cover certain offering and formation costs of~~ the ~~Company~~Investment ~~in consideration for 17,250,000 of the~~ Company’s ~~Class B ordinary shares~~Act, ~~par~~we ~~value~~may ~~$0.001~~be ~~per~~required ~~share (the “Founder Shares”). On December 13, 2021, the Company effected a share recapitalization with respect~~ to ~~the~~institute ~~Founder~~burdensome ~~Shares~~compliance ~~whereby~~requirements ~~the Company issued one~~ and ~~one-quarter~~our ~~Founder~~activities ~~Shares~~may inbe ~~respect of each outstanding Founder Share~~restricted, ~~resulting~~which inmay ~~the~~make ~~Sponsor~~it ~~owning~~difficult ~~21,562,500~~for ~~Founder~~us ~~Shares.~~to ~~The~~complete ~~Founder~~our ~~Shares~~initial ~~included~~business ancombination ~~aggregate~~or offorce upus to ~~2,812,500~~abandon ~~shares~~our ~~subject~~efforts to ~~forfeiture~~complete byan the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the initial ~~public~~business ~~offering. The underwriters had 45 days from the date of the initial public offering to exercise their over-allotment option. On February 19~~combination, ~~2022,~~including ~~2,812,500 Founder Shares were forfeited because~~ the ~~underwriters~~Business ~~did not exercise their over-allotment option, resulting in the Sponsor holding 18,750,000 Founder Shares~~Combination.

A• ~~total~~Changes ofin ~~$750,000,000,~~laws ~~comprised~~or ~~of $735~~regulations,~~000,000~~ ofor ~~the~~a ~~proceeds~~failure ~~from~~to ~~the~~comply ~~initial~~with ~~public~~any ~~offering~~laws ~~(which amount includes $26,250,000 of the underwriters’ deferred discount)~~ and ~~$15~~regulations,~~000,000~~ ofmay ~~the~~adversely ~~proceeds~~affect ofour ~~the sale of the private placement warrants~~business, ~~was~~including ~~placed~~our inability ato ~~U.S.-based~~negotiate ~~trust~~and ~~account~~complete ~~(the~~our ~~“trust~~initial ~~account”)~~business ~~at J.P. Morgan Chase Bank~~combination, ~~N.A.,~~and ~~maintained~~results byof ~~Continental Stock Transfer & Trust Company~~operations, ~~acting~~including asthe ~~trustee.~~Business Combination.

~~The~~• ~~funds~~We ~~held~~may inbe ~~the trust account are invested in U.S. government securities, within the meaning set forth in Section 2(~~a~~)(16)~~ ofpassive ~~the~~foreign ~~Investment~~investment ~~Company Act of 1940~~company, asor ~~amended (the~~ “~~Investment Company Act”)~~PFIC,” ~~with~~which acould ~~maturity~~result ~~of 185 days or less or~~ in ~~money~~adverse ~~market~~United ~~funds~~States ~~meeting~~federal ~~certain~~income ~~conditions~~tax ~~under~~consequences ~~Rule~~to ~~2a-7 under the Investment Company Act which invest only in direct~~ U.S. ~~government~~ ~~treasury obligations~~investors.

~~The~~• ~~Company~~We ishave ano ~~Cayman~~operating ~~Islands~~history ~~exempted~~and ~~company~~are subject to a mandatory liquidation and issubsequent ~~presently~~dissolution requirement if we do not ~~subject~~complete an initial business combination by the completion window. As such, there is a risk that we will be unable to ~~income~~continue ~~taxes~~as a going concern if liquidity needs arise or ~~income~~if ~~tax~~we ~~filing~~do ~~requirements~~not inconsummate ~~the~~an ~~Cayman~~initial ~~Islands~~business orcombination by the ~~United~~applicable ~~States~~deadline. If we are unable to effect an initial business combination by the deadline, we will be forced to liquidate.

~~Table~~PART ofI ~~Contents~~

~~Effecting~~References ~~Our~~in ~~Initial~~this ~~Business~~report ~~Combination~~to “we,” “us,” or the “Company” refer to Screaming Eagle Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors. References to our “initial shareholders” are to the holders of our Founder Shares prior to our initial public offering.

~~General~~Item 1. Business.

WeIntroduction are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash held in the trust account, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

IfWe ~~our~~are ~~initial~~a ~~business~~blank ~~combination~~check iscompany ~~paid~~incorporated ~~for~~as ~~using~~a ~~equity~~Cayman orIslands ~~debt~~exempted ~~securities,~~company orfor ~~not~~the ~~all~~purpose of ~~the~~effecting ~~funds~~a ~~released~~merger, ~~from~~share ~~the~~exchange, ~~trust~~asset ~~account~~acquisition, ~~are~~share ~~used~~purchase, ~~for~~reorganization ~~payment~~or ofsimilar ~~the~~business ~~consideration~~combination ~~in connection~~ with ~~our~~one ~~initial business combination~~ or ~~used~~more ~~for~~businesses. ~~redemptions~~We ofhave ~~our~~neither ~~Class A~~engaged ~~ordinary~~in ~~shares,~~any weoperations ~~may~~nor ~~apply~~generated ~~the~~any ~~balance~~revenue ofto ~~the~~date. ~~cash~~Based ~~released~~on toour usbusiness ~~from~~activities, the ~~trust~~Company ~~account~~is ~~for~~a ~~general~~“shell ~~corporate~~company” ~~purposes,~~as ~~including~~defined ~~for~~under ~~maintenance~~the orExchange ~~expansion~~Act of ~~operations~~1934 of (the ~~post-transaction~~“Exchange ~~company,~~Act”) ~~the~~because ~~payment~~we ofhave ~~principal~~no oroperations ~~interest~~and ~~due~~nominal onassets ~~indebtedness~~consisting ~~incurred~~almost inentirely ~~completing our initial business combination, to fund the purchase~~ of ~~other companies or for working capital~~cash.

WeOn ~~may~~January 10, ~~need~~2022, towe ~~obtain~~consummated ~~additional financing to complete~~ our initial ~~business~~public ~~combination,~~offering ~~either~~of ~~because~~75,000,000 units (the ~~transaction~~“units”). ~~requires~~Each ~~more~~unit ~~cash~~consists ~~than~~of isone ~~available~~of ~~from~~ the ~~proceeds~~Company’s ~~held~~Class A inordinary ~~our~~shares, ~~trust~~par ~~account~~value or$0.0001 ~~because~~per weshare ~~become~~(the ~~obligated~~“Class A toOrdinary ~~redeem~~Shares”) aand ~~significant~~one-third ~~number~~ of ~~our~~one ~~public~~redeemable ~~shares~~warrant ~~upon completion of~~ (the ~~business~~“public ~~combination~~warrants”), ~~in which case we may issue additional securities or incur debt in connection~~ with ~~such~~each ~~business~~public ~~combination.~~warrant ~~There~~entitling ~~are~~the noholder ~~prohibitions~~thereof ~~on our ability~~ to ~~issue~~purchase ~~securities~~one orClass A ~~incur~~Ordinary ~~debt~~Share infor ~~connection~~$11.50 ~~with~~per ~~our initial business combination~~share. WeThe ~~are~~units ~~not~~were ~~currently~~sold at a ~~party~~price toof ~~any~~$10.00 ~~arrangement~~per orunit, ~~understanding~~generating ~~with~~gross ~~any~~proceeds ~~third party with respect to raising any additional funds through the sale~~ of ~~securities~~$750, ~~the incurrence of debt or otherwise~~000,000.

~~Selection~~Simultaneously with the consummation of athe ~~Target~~initial ~~Business~~public offering, we completed the private sale (the “private placement”) of an aggregate of 11,733,333 warrants (the “private placement warrants” and, ~~Structuring~~together with the public warrants, the “warrants”) to Eagle Equity Partners V, LLC (the “Sponsor”) at a purchase price of ~~Our~~$1.50 ~~Initial~~per ~~Business~~private ~~Combination~~placement warrant, generating gross proceeds of $17,600,000.

~~The~~Prior ~~rules~~to ofthe ~~The~~consummation ~~Nasdaq~~of ~~Global~~the ~~Market~~initial ~~(“Nasdaq”)~~public ~~require~~offering, ~~that~~on weNovember 5, ~~must~~2021, ~~complete~~the ~~one~~Sponsor orpaid ~~more business combinations having~~ an aggregate ~~fair~~of ~~market~~$25,000 ~~value~~to ofcover atcertain ~~least~~offering ~~80%~~and offormation ~~the~~costs ~~value~~ of the ~~assets~~Company ~~held~~ in ~~the~~consideration ~~trust~~for ~~account~~17,250,000 ~~(excluding~~of the ~~deferred~~Company’s ~~underwriting~~Class B ~~commissions~~Ordinary ~~and~~Shares, ~~taxes~~par ~~payable~~value on$0.001 ~~the~~per ~~interest~~share ~~earned on~~ (the ~~trust~~“Founder ~~account~~Shares”). ~~Our~~On ~~board~~December 13, of2021, ~~directors will make~~ the ~~determination~~Company aseffected toa ~~the~~share ~~fair~~recapitalization ~~market~~with ~~value~~respect ofto ~~our~~the ~~initial~~Founder ~~business~~Shares ~~combination.~~whereby Ifthe ~~our~~Company ~~board~~issued ofone ~~directors~~and isone-quarter ~~not~~Founder ~~able~~Shares toin ~~independently~~respect ~~determine the fair market value~~ of ~~our~~each ~~initial~~outstanding ~~business~~Founder ~~combination~~Share, ~~(including~~resulting ~~with~~in the ~~assistance~~Sponsor ofowning ~~financial advisors)~~21,562,500 weFounder ~~will~~Shares. ~~obtain~~The anFounder ~~opinion~~Shares ~~from~~included an ~~independent~~aggregate ~~investment~~of ~~banking~~up ~~firm~~to ~~which~~2,812,500 isshares asubject ~~member~~to offorfeiture by the ~~Financial~~Sponsor ~~Industry~~to ~~Regulatory~~the ~~Authority,~~extent ~~Inc.~~that ~~(“FINRA”),~~the orunderwriters’ ~~another~~over-allotment ~~independent~~was ~~entity~~not ~~that~~exercised ~~commonly~~in ~~renders~~full ~~valuation~~or ~~opinions~~in ~~with~~part, ~~respect~~so tothat the ~~satisfaction~~number of ~~such~~Founder ~~criteria.~~Shares ~~While~~would wecollectively ~~consider~~represent it20% ~~likely that our board~~ of ~~directors~~the ~~will~~Company’s beissued ~~able~~and tooutstanding ~~make~~shares anupon ~~independent~~the ~~determination~~completion of the ~~fair market value of our~~ initial ~~business~~public ~~combination,~~offering. itThe ~~may~~underwriters behad ~~unable~~45 todays dofrom ~~so if it is less familiar or experienced with~~ the ~~business~~date of athe ~~particular~~initial ~~target~~public oroffering ifto ~~there~~exercise istheir aover-allotment ~~significant~~option. ~~amount~~On ofFebruary 19, ~~uncertainty~~2022, as2,812,500 toFounder ~~the~~Shares ~~value~~were offorfeited because the ~~target’s~~underwriters ~~assets~~did ornot ~~prospects.~~exercise ~~Additionally,~~their ~~pursuant~~over-allotment ~~to Nasdaq rules~~option, ~~any~~resulting ~~initial~~in ~~business~~the ~~combination~~Sponsor ~~must~~holding be18,750,000 ~~approved~~Founder ~~by a majority of our independent directors~~Shares.

WeA ~~anticipate~~total ~~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~~$750,000,000, ~~equity~~comprised ~~interests or assets~~ of ~~the target business or businesses. We may~~$735, ~~however~~000,000 ~~structure~~of ~~our initial business combination such that~~ the ~~post-transaction~~proceeds ~~company~~from ~~owns or acquires less than 100% of such interests or assets of~~ the ~~target~~initial ~~business~~public inoffering ~~order~~(which toamount ~~meet~~included ~~certain~~$26,250,000 ~~objectives~~ of the ~~target~~underwriters’ ~~management~~deferred ~~team~~discount) orand ~~shareholders or for other reasons~~$15,000,000 ~~but we will only complete such business combination if the post-transaction company owns or acquires 50% or more~~ of the ~~outstanding~~proceeds ~~voting securities~~ of the ~~target~~sale or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the ~~voting~~private ~~securities~~placement ~~of the target~~warrants, ~~our~~was ~~shareholders~~placed ~~prior to the business combination may collectively own a minority interest~~ in the ~~post-transaction~~Trust ~~company, depending on valuations ascribed to the target and us in the business combination transaction~~Account. ~~For~~See ~~example,~~“Modifications we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to ~~our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of~~ the ~~equity~~Initial ~~interests~~Public orOffering ~~assets~~Underwriters’ ofDeferred aDiscount” ~~target~~below ~~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% fair market value test. If the initial business combination involves~~ more ~~than~~information ~~one~~on ~~target business,~~ the ~~aggregate~~underwriters’ ~~value~~deferred ~~of all of the target businesses will be taken into account for purposes of the 80% fair market value test~~discount.

WeThe ~~believe~~funds held in the ~~following~~Trust ~~general~~Account ~~criteria~~were ~~and~~invested ~~guidelines~~in ~~are~~U.S. ~~important~~government securities, within the meaning set forth in ~~evaluating~~Section 2(a)(16) ~~prospective~~of ~~target~~the ~~businesses~~Investment Company Act of 1940, ~~but~~as weamended ~~may~~(the ~~decide~~“Investment toCompany ~~enter~~Act”), ~~into~~with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations until January 2024. On January 26, 2024, the Company amended the Trust Agreement, to permit Continental Stock Transfer & Trust Company (the “Trustee”), to hold the assets in the Trust Account in an interest-bearing demand deposit account or cash until the earlier of the consummation of an initial business combination or the Company’s liquidation. On the same day, the Company instructed the Trustee to liquidate the investments held in the Trust Account and move the funds to an interest-bearing demand deposit account, with Continental continuing to act as trustee. As a ~~target~~result, ~~business~~following ~~that~~the ~~does~~liquidation ~~not~~of ~~meet~~investments ~~these~~in ~~criteria~~the Trust Account, the remaining proceeds from the initial public offering and ~~guidelines~~the sale of the private placement warrants are no longer invested in U.S. government securities or money market funds.

2The Company is a Cayman Islands exempted company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

~~Table~~Business ofCombination ~~Contents~~with LG Orion Holdings ULC

•On ~~Targets~~December 22, ~~That~~2023, ~~Can~~the ~~Benefit~~Company ~~from~~entered ~~Our~~into ~~Management~~a ~~Team’s~~Business ~~Relationships~~Combination ~~and~~Agreement ~~Experience.~~(as ~~Our~~may ~~efforts~~be toamended, ~~identify~~supplemented aor ~~prospective~~otherwise ~~initial~~modified ~~business~~from ~~combination~~time ~~target~~to ~~will~~time, ~~not~~the be“Business ~~limited~~Combination toAgreement”) awith ~~particular~~SEAC ~~industry~~II Corp., ~~sector~~a orCayman ~~geographic~~Islands ~~region.~~exempted ~~While~~company weand ~~may~~a ~~pursue~~wholly-owned ansubsidiary ~~initial~~of ~~business~~the ~~combination~~Company ~~opportunity~~(“New inSEAC” ~~any industry~~ or ~~sector,~~“Pubco” wefollowing ~~intend~~the toconsummation ~~capitalize~~of on the ~~ability~~transactions ofcontemplated ~~our~~by ~~management~~the ~~team~~Business toCombination ~~identify~~Agreement and ~~combine~~related ~~with~~agreements, athe ~~business~~“Business orCombination”), ~~businesses~~Lions ~~that~~Gate ~~can~~Parent, ~~benefit~~LG ~~from~~Sirius ~~our~~Holdings ~~management~~ULC, ~~team’s~~a ~~established~~British ~~global~~Columbia ~~relationships~~unlimited ~~and~~liability ~~operating~~company ~~experience.~~and ~~Our~~a ~~management~~wholly ~~team~~owned ~~has~~subsidiary ~~extensive~~of ~~experience~~Lions inGate ~~identifying~~Parent ~~and~~(“Studio ~~executing~~HoldCo”), ~~strategic~~StudioCo, ~~investments~~SEAC ~~globally~~MergerCo, ~~and~~a ~~has~~Cayman ~~done~~Islands soexempted ~~successfully~~company inand a ~~number~~direct, wholly-owned subsidiary of ~~sectors.~~New WeSEAC ~~believe~~(“MergerCo”), ~~our~~and ~~management’s~~1455941 ~~significant~~B.C. ~~operating~~Unlimited ~~and~~Liability ~~deal-making~~Company, ~~experience~~a ~~and~~British ~~relationships~~Columbia ~~will~~unlimited ~~give~~liability uscompany and a ~~number~~direct, ofwholly-owned ~~competitive~~subsidiary ~~advantages~~of ~~and~~the ~~will~~Company ~~present~~(“New usBC ~~with~~Sub”), apursuant ~~substantial~~to ~~number~~which, ofamong ~~potential~~other ~~business~~things ~~combination~~and ~~targets.~~subject ~~The~~to ~~factors~~the weterms ~~will~~and ~~consider~~conditions ~~include~~contained ~~growth~~in ~~prospects,~~the ~~competitive~~Business ~~dynamics~~Combination Agreement, ~~opportunities~~and ~~for~~the ~~consolidation~~plan ~~and~~of ~~need~~arrangement ~~for~~(the ~~capital~~“Plan ~~investment.~~of

•2 High-Growth Industries and Markets. We will seek out opportunities in sectors and industries that have experienced and continue to experience high growth, as well as in faster-growing segments of developed markets and emerging international markets. Our management has extensive experience operating media businesses and leading transactions in international markets.

• Arrangement”) (i) the Company will merge with and into MergerCo (the “SEAC Merger”) with MergerCo surviving the SEAC Merger as a direct, wholly owned subsidiary of New SEAC (the resulting entity referred to herein as MergerCo or, where specified, the “SEAC Merger Surviving Company”), (ii) SEAC Merger Surviving Company will distribute all of its assets lawfully available for distribution to New SEAC by way of a cash dividend (the “Cash Distribution”), (iii) SEAC Merger Surviving Company will transfer by way of continuation from the Cayman Islands to British Columbia in accordance with the Cayman Islands Companies Act (as revised) (the “Companies Act”) and the Business Corporations Act (British Columbia) (the “BC Act”) and convert to a British Columbia unlimited liability company in accordance with ~~Revenue~~the BC Act (the “MergerCo Domestication and~~/or~~ ~~Earnings~~Conversion”), ~~Growth~~(iv) ~~Potential.~~New WeSEAC will ~~seek~~transfer by way of continuation from the Cayman Islands (the “New SEAC Domestication”, and together with the MergerCo Domestication and Conversion, the “Domestications”) to ~~acquire~~British Columbia in accordance with the Companies Act and continue as a British Columbia company in accordance with the applicable provisions of the BC Act, and (v) pursuant to an arrangement under Division 5 of Part 9 of the BC Act (the “Arrangement”), on the terms and subject to the conditions set forth in the Plan of Arrangement, (A) SEAC Merger Surviving Company and New BC Sub will amalgamate (the “MergerCo Amalgamation”) to form one orcorporate ~~more~~entity ~~businesses~~(“MergerCo ~~that~~Amalco”), ~~have~~in ~~multiple~~accordance with the terms of, ~~diverse~~and ~~potential~~with ~~drivers~~the attributes and effects set out in, the Plan of ~~revenue~~Arrangement, (B) New SEAC and~~/or~~ ~~earnings~~MergerCo ~~growth~~Amalco will amalgamate (the “SEAC Amalgamation”) to form one corporate entity (“SEAC Amalco”), in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement, and (C) StudioCo and SEAC Amalco will amalgamate (the “StudioCo Amalgamation” and together with the MergerCo Amalgamation and the SEAC Amalgamation, the “Amalgamations”) to form one corporate entity (“Pubco”), in accordance with the terms of, and with the attributes and effects set out in, the Plan of Arrangement.

•Consummation ~~Companies~~of ~~with~~the ~~Potential~~transactions ~~for~~contemplated ~~Free~~by ~~Cash~~the ~~Flow~~Business ~~Generation.~~Combination WeAgreement ~~will~~are ~~seek~~subject to ~~acquire~~customary ~~one~~conditions orof ~~more~~the ~~businesses~~respective ~~that~~parties, ~~have~~including the ~~potential~~approval toof ~~generate~~the ~~strong~~Business Combination Agreement, the Business Combination and ~~stable~~certain ~~free~~other ~~cash~~actions ~~flow~~related ~~now~~thereto orby inthe Company’s shareholders, and the ~~future~~availability of a minimum amount of aggregate transaction proceeds.

~~These~~Modifications ~~criteria are not intended~~ to ~~be exhaustive. Any evaluation relating to~~ the ~~merits~~Initial ofPublic aOffering ~~particular~~Underwriters’ ~~initial~~Deferred ~~business~~Discount combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a 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 in our shareholder communications related to our initial business combination, which, as discussed in this annual report, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (“SEC”).

In ~~evaluating~~consideration aof ~~prospective~~Citigroup ~~target~~Global ~~business,~~Markets weInc.’s ~~expect~~(“Citi”) toengagement ~~conduct~~as athe ~~due~~Company’s ~~diligence~~financial ~~review~~advisor ~~which~~and ~~may~~placement ~~encompass,~~agent ~~among~~in ~~other~~the ~~things,~~private ~~meetings~~investments in public equities (“PIPE”) financing raised in connection with ~~incumbent~~the ~~management~~Business Combination, and ~~employees~~the fees it is expected to receive in connection with such roles, ~~document~~on ~~reviews~~January 3, ~~interviews~~2024, ofCiti ~~customers~~agreed ~~and~~to ~~suppliers,~~make ~~inspection~~adjustments to its entitlement to a portion of ~~facilities~~the $26,250,000 asdeferred ~~applicable,~~underwriting asfee ~~well~~payable asto ait ~~review~~pursuant to the terms of ~~financial~~that certain underwriting agreement, ~~operational~~dated January 5, ~~legal~~2022 (the “Underwriting Agreement”), by and ~~other~~between ~~information~~the Company and Goldman Sachs & Co. LLC (“Goldman Sachs”) and Citi, as representatives of the underwriters, which ~~will~~deferred beunderwriting ~~made~~fee ~~available~~would tohave usbeen due upon the closing of the Business Combination. IfSuch weadjustments ~~determine~~modified Citi’s entitlement to ~~move~~its ~~forward~~portion ~~with~~of the deferred underwriting fee to be equal to a ~~particular~~specific ~~target~~percentage of the amount remaining in the Trust Account, weafter ~~will~~giving ~~proceed~~effect to ~~structure~~the ~~and~~redemption ~~negotiate~~rights exercised by the ~~terms~~Company’s ofpublic ~~the~~shareholders ~~business~~and ~~combination~~certain ~~transaction~~other adjustments.

~~The~~In ~~time~~addition, ~~required~~on toJanuary 3, ~~select~~2024, ~~and~~the ~~evaluate~~Company received a ~~target~~letter ~~business~~from ~~and~~Goldman toSachs ~~structure~~whereby ~~and~~Goldman ~~complete~~Sachs ~~our~~waived ~~initial~~its ~~business~~entitlement ~~combination,~~to ~~and~~any ~~the~~portion ~~costs~~of ~~associated~~the ~~with this process~~$26,250,000 ~~are~~deferred ~~not~~underwriting ~~currently~~fee ~~ascertainable~~payable ~~with~~pursuant ~~any~~to ~~degree~~the ofUnderwriting ~~certainty~~Agreement. ~~Any~~The ~~costs~~Company ~~incurred~~did ~~with~~not ~~respect~~seek toout the ~~identification~~reasons ~~and~~why ~~evaluation~~Goldman ~~of,~~Sachs ~~and~~waived ~~negotiation~~its ~~with,~~deferred aunderwriting ~~prospective~~fee, ~~target~~despite ~~business~~Goldman ~~with~~Sachs ~~which~~having ~~our~~already ~~initial business combination is not ultimately~~ completed ~~will~~its ~~result~~services inunder ~~our incurring losses and will reduce~~ the ~~funds~~Underwriting ~~available for us to use to complete another business combination~~Agreement. ~~The~~Goldman ~~company~~Sachs ~~will~~received ~~not~~no ~~pay~~additional ~~any~~consideration ~~consulting~~for ~~fees~~the towaiver ~~members~~ of ~~our~~its ~~management~~entitlement ~~team, or any of their respective affiliates, for services rendered~~ to orthe indeferred ~~connection~~underwriting ~~with our initial business combination~~fee.

WeEffecting ~~are~~Our ~~not~~Initial ~~prohibited~~Business ~~from~~Combination pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or completing the 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 an initial business combination with a target that is affiliated (as defined in our amended and restated memorandum and articles of association) with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by us in such an initial business combination is fair to our Company from a financial point of view.

~~Members~~General of our management team indirectly own Founder Shares and/or private placement warrants and, accordingly, 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. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

~~Each~~As ofdescribed ~~our officers and directors presently has~~above, ~~and~~we ~~any of them in the future may~~ have ~~additional,~~entered ~~fiduciary~~into ~~or contractual obligations to another entity pursuant to which such officer or director is or will be required to present~~ a ~~business~~definitive ~~combination~~agreement ~~opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable~~ for anthe ~~entity~~Business toCombination ~~which~~with heStudioCo. orUnless ~~she~~otherwise ~~has then current fiduciary or contractual obligations~~stated, hethis orForm ~~she~~10-K ~~will~~does ~~honor~~not ~~his~~assume orthe ~~her~~closing fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of ~~association provide that, to~~ the ~~fullest~~Business ~~extent~~Combination. ~~permitted~~References ~~by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and~~ to the ~~extent~~term ~~expressly~~“initial ~~assumed by contract, to refrain from engaging directly or indirectly in the same or similar~~ business ~~activities~~combination” ~~or lines of business as us; and (ii) we renounce any interest or expectancy~~ in, orthis insection ~~being~~include ~~offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on~~ the ~~one~~Business ~~hand,~~Combination ~~and~~where ~~us,~~context ~~on the other~~requires. ~~We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.~~

3We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash held in the Trust Account, the proceeds of the sale of our shares in connection with our initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. If the Business Combination does not close, we may seek to complete an initial business combination with another company or business, including a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

~~Table~~If our initial business combination is paid for using equity or debt securities, or not all of ~~Contents~~the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A Ordinary Shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

In3 addition, our Sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

~~Redemption~~We ~~Rights~~may ~~for~~need ~~Public~~to ~~Shareholders~~obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our public shares upon ~~Completion~~completion of the initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ~~Initial~~ability to issue securities or incur debt in connection with our initial business combination. Other than in connection with the Business Combination, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

WeSelection ~~will provide our public shareholders with the opportunity to redeem all or a portion~~ of ~~their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with~~ a ~~general~~Target ~~meeting~~Business called to approve the business combination or (ii) without a shareholder vote 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~~Structuring ~~be based on a variety~~ of ~~factors~~Our ~~such~~Initial asBusiness ~~the~~Combination timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The ~~requirement~~rules of The Nasdaq Stock Market LLC (“Nasdaq”) require that we ~~provide~~must ~~our~~complete ~~public~~one ~~shareholders~~or ~~with~~more business combinations having an aggregate fair market value of at least 80% of the ~~opportunity~~value toof ~~redeem~~the ~~their~~assets ~~public~~held ~~shares~~in bythe ~~one~~Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). Our board of directors will make the ~~two~~determination ~~methods~~as ~~listed~~to ~~above~~the fair market value of our initial business combination. If our board of directors is ~~contained~~not inable ~~provisions~~to independently determine the fair market value of our ~~amended~~initial ~~and~~business ~~restated~~combination ~~memorandum~~(including ~~and~~with ~~articles~~the assistance of ~~association~~financial ~~and~~advisors), we will ~~apply~~obtain ~~whether~~an oropinion ~~not~~from wean ~~maintain~~independent ~~our~~investment ~~registration~~banking ~~under~~firm which is a member of the ~~Exchange~~Financial ~~Act~~Industry Regulatory Authority, Inc. (“FINRA”), or ~~our~~another ~~listing~~independent onentity ~~Nasdaq~~that commonly renders valuation opinions with respect to the satisfaction of such criteria. ~~Such~~While ~~provisions~~we ~~may~~consider beit ~~amended~~likely ifthat ~~approved~~our byboard aof ~~special~~directors ~~resolution~~will ~~passed~~be byable ~~the~~to ~~affirmative~~make ~~vote~~an independent determination of atthe ~~least~~fair ~~two-thirds~~market value of our ~~ordinary~~initial ~~shares~~business ~~which~~combination, ~~are~~it ~~represented~~may inbe ~~person~~unable to do so if it is less familiar or byexperienced ~~proxy~~with ~~and~~the ~~are~~business ~~voted~~of ata particular target or if there is a ~~general~~significant ~~meeting~~amount of uncertainty as to the ~~company~~value of the target’s assets or prospects. Additionally, sopursuant ~~long~~to asNasdaq werules, ~~offer~~any ~~redemption~~initial inbusiness ~~connection~~combination ~~with~~must ~~such~~be ~~amendment~~approved by a majority of our independent directors.

IfWe weanticipate ~~provide~~structuring our initial business combination so that the post-transaction company in which our public shareholders ~~with~~own shares will own or acquire 100% of the ~~opportunity~~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 ~~redeem~~meet ~~their~~certain ~~public~~objectives of the target management team or shareholders or for other reasons, 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 it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the 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 ~~connection~~exchange ~~with~~for all of the outstanding capital stock, shares or other equity interests of a ~~general~~target. ~~meeting~~In this case, we ~~will~~would acquire a 100% controlling interest in the target. However, ~~pursuant~~as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our ~~amended~~initial ~~and~~business ~~restated~~combination ~~memorandum~~could ~~and~~own ~~articles~~less than a majority of ~~association:~~our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s 80% fair market value test. If the initial business combination involves more than one target business, the aggregate value of all of the target businesses will be taken into account for purposes of the 80% fair market value test.

•We ~~conduct~~believe the ~~redemptions~~following ingeneral ~~conjunction~~criteria ~~with~~and aguidelines ~~proxy~~are ~~solicitation~~important ~~pursuant~~in toevaluating ~~Regulation~~prospective ~~14A~~target ofbusinesses, ~~the~~but ~~Exchange~~we ~~Act,~~may ~~which~~decide ~~regulates~~to ~~the~~enter ~~solicitation~~into ofa ~~proxies,~~business ~~and~~combination ~~not~~with ~~pursuant~~a totarget ~~the~~business ~~tender~~that ~~offer~~does ~~rules,~~not meet these criteria and guidelines.

• ~~file~~Targets ~~proxy~~That ~~materials~~Can ~~with~~Benefit from Our Management Team’s Relationships and Experience. Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ~~SEC~~ability of our management team to identify and combine with a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. We believe our management’s significant operating and deal-making experience and relationships will give us a number of competitive advantages and will present us with a substantial number of potential business combination targets. The factors we will consider include growth prospects, competitive dynamics, opportunities for consolidation and need for capital investment.

In• ~~the~~High-Growth ~~event~~Industries ~~that~~and weMarkets. We will seek ~~shareholder~~out ~~approval~~opportunities ofin ~~our~~sectors ~~initial~~and ~~business~~industries ~~combination,~~that wehave ~~will~~experienced ~~distribute~~and ~~proxy~~continue ~~materials~~to ~~and~~experience high growth, as well as in ~~connection~~faster-growing ~~therewith,~~segments ~~provide~~of ~~our~~developed ~~public~~markets ~~shareholders~~and ~~with~~emerging ~~the~~international ~~redemption~~markets. ~~rights~~Our ~~described~~management ~~above~~has ~~upon~~extensive ~~completion~~experience ofoperating ~~the~~media ~~initial~~businesses ~~business~~and ~~combination.~~leading transactions in international markets.

If4 we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, private placement shares and any public shares purchased during or after the initial public offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

4• Business with Revenue and/or Earnings Growth Potential. We will seek to acquire one or more businesses that have multiple, diverse potential drivers of revenue and/or earnings growth.

~~Table~~• ofCompanies ~~Contents~~with Potential for Free Cash Flow Generation. We will seek to acquire one or more businesses that have the potential to generate strong and stable free cash flow now or in the future.

IfThese criteria are not intended to be exhaustive. Any evaluation relating to the merits of a ~~shareholder~~particular ~~vote~~initial isbusiness ~~not~~combination ~~required~~may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and wecriteria dothat ~~not~~our management may deem relevant. In the event that we decide to ~~hold~~enter into a 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 in our shareholder ~~vote~~communications ~~for~~related to our initial business combination, which, as discussed in this Form 10-K, would be in the form of proxy solicitation or ~~other~~tender ~~legal~~offer ~~reasons~~materials, as applicable, that we ~~will:~~would file with the Securities and Exchange Commission (“SEC”), including, with respect to the Business Combination, the Registration Statement on Form S-4, initially filed by New SEAC with the SEC on January 5, 2024 (the “Business Combination Registration Statement”).

•The ~~conduct~~time ~~the~~required ~~redemptions~~to ~~pursuant~~complete toour ~~Rule~~initial ~~13e-4~~business combination, and ~~Regulation~~the ~~14E~~costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the ~~Exchange~~identification ~~Act~~and evaluation of, and negotiation with, a prospective target business with which ~~regulate~~our ~~issuer~~initial ~~tender~~business ~~offers,~~combination is not ultimately completed will result in us incurring losses and will reduce the funds available for us to use to complete another business combination. The Company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

•We ~~file~~are ~~tender~~not ~~offer~~prohibited ~~documents~~from pursuing an initial business combination with ~~the~~a ~~SEC~~company ~~prior~~that tois ~~completing~~affiliated with our ~~initial~~Sponsor, ~~business~~executive ~~combination~~officers ~~which~~or ~~contain~~directors, ~~substantially~~or completing the ~~same~~business ~~financial~~combination ~~and~~through a joint venture or other ~~information~~form ~~about~~of shared ownership with our Sponsor, executive officers or directors. In the event we were to seek to complete an initial business combination ~~and~~with ~~the~~a ~~redemption~~target ~~rights~~that is affiliated (as isdefined ~~required~~in ~~under~~our ~~Regulation~~amended ~~14A~~and restated memorandum and articles of association (the ~~Exchange~~“Articles”)) ~~Act~~with our Sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which ~~regulates~~is a member of FINRA or another independent entity that commonly renders valuation opinions stating that the ~~solicitation~~consideration to be paid by us in such an initial business combination is fair to our Company from a financial point of ~~proxies~~view.

InMembers ~~the~~of ~~event~~our wemanagement ~~conduct~~team ~~redemptions~~indirectly ~~pursuant~~own toFounder ~~the~~Shares ~~tender~~and/or ~~offer~~private ~~rules,~~placement ~~our~~warrants ~~offer~~and, toaccordingly, ~~redeem~~may ~~will~~have ~~remain~~a ~~open~~conflict ~~for~~of atinterest ~~least 20 business days,~~ in ~~accordance~~determining ~~with~~whether ~~Rule 14e-1(~~a) ~~under~~particular ~~the~~target ~~Exchange~~business ~~Act,~~is ~~and~~an weappropriate ~~will~~business ~~not~~with bewhich ~~permitted~~ to ~~complete~~effectuate our initial business combination. ~~until~~Further, ~~the~~each ~~expiration~~ of ~~the~~our ~~tender~~officers ~~offer~~and ~~period.~~directors Inmay ~~addition,~~have ~~the~~a ~~tender~~conflict ~~offer~~of ~~will~~interest bewith ~~conditioned~~respect onto ~~public~~evaluating ~~shareholders~~a ~~not~~particular ~~tendering~~business ~~more~~combination ~~than~~if the ~~number~~retention ofor ~~public~~resignation ~~shares~~of weany ~~are~~such ~~permitted~~officers toand ~~redeem.~~directors Ifwas ~~public~~included ~~shareholders~~by ~~tender~~a ~~more~~target ~~shares~~business ~~than~~as wea ~~have~~condition ~~offered~~ to ~~purchase,~~any weagreement ~~will~~with ~~withdraw~~respect ~~the~~to ~~tender~~our ~~offer and not complete the~~ initial business combination.

~~Upon~~Each of our officers and directors presently has, and any of them in the ~~public~~future ~~announcement~~may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our ~~initial~~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, ifhe weor ~~elect~~she will honor his or her fiduciary or contractual obligations to ~~conduct~~present ~~redemption~~such ~~pursuant~~business combination opportunity to ~~the~~such ~~tender~~other ~~offer~~entity, ~~rules~~subject to their fiduciary duties under Cayman Islands law. Our Articles provide that, weto the fullest extent permitted by applicable law: (i) no individual serving as a director or ~~our~~an ~~sponsor~~officer ~~will~~shall ~~terminate~~have any ~~plan~~duty, ~~established~~except inand ~~accordance~~to ~~with~~the ~~Rule~~extent ~~10b5-1~~expressly assumed by contract, to ~~purchase~~refrain ~~our~~from ~~Class A~~engaging ~~ordinary~~directly ~~shares~~or indirectly in the ~~open~~same ~~market~~or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in ~~order~~being offered an opportunity to ~~comply~~participate ~~with~~in, ~~Rule~~any ~~14e-5~~potential ~~under~~transaction or matter which may be a corporate opportunity for any director or officer, on the ~~Exchange~~one ~~Act~~hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

WeIn ~~intend to require our public shareholders seeking to exercise their redemption rights~~addition, ~~whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to~~ our ~~transfer~~Sponsor ~~agent~~and ~~or deliver their shares to~~ our ~~transfer~~officers ~~agent~~and ~~electronically~~directors ~~using~~may ~~the~~sponsor ~~Depository~~or ~~Trust~~form ~~Company’s~~other ~~DWAC~~special ~~(Deposit/Withdrawal~~purpose Atacquisition ~~Custodian)~~companies ~~system,~~similar ~~prior~~ to ~~the~~ours ~~date set forth in the proxy materials~~ or ~~tender offer documents, as applicable. In the case of proxy materials, this date~~ may bepursue upother ~~to two~~ business ~~days~~or ~~prior~~investment toventures ~~the~~during ~~scheduled vote on~~ the ~~proposal~~period ~~to approve the initial business combination. In addition, if we conduct redemptions~~ in ~~connection~~which ~~with a shareholder vote,~~ we ~~intend~~are ~~to require a public shareholder~~ seeking ~~redemption~~an ofinitial ~~its public shares to also submit a written request for redemption to our transfer agent two~~ business ~~days~~combination. ~~prior~~Any ~~to the scheduled vote in which the name of the beneficial owner of~~ such ~~shares~~companies, isbusinesses ~~included. The proxy materials~~ or ~~tender~~investments ~~offer~~may ~~documents,~~present asadditional ~~applicable,~~conflicts ~~that we will furnish to holders~~ of ~~our~~interest ~~public shares~~ in ~~connection~~pursuing ~~with~~an ~~our~~ initial business combination. ~~will~~However, ~~indicate whether~~ we ~~are~~do ~~requiring~~not ~~public~~believe ~~shareholders~~that toany ~~satisfy~~ such ~~delivery~~potential ~~requirements.~~conflicts Wewould ~~believe~~materially ~~that~~affect ~~this will allow~~ our ~~transfer~~ability ~~agent~~ to ~~efficiently~~complete ~~process~~our ~~any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed~~ initial business combination ~~is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares~~.

WeRedemption ~~will~~Rights ~~provide~~for ~~our~~Public ~~public~~Shareholders ~~shareholders with the opportunity to redeem all or a portion of their public shares~~ upon ~~the~~Completion ~~completion~~ of our ~~initial~~Initial ~~business~~Business ~~combination~~Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000) and less taxes payable, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein and in the registration statement relating to the initial public offering. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. The Sponsor, our officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any public shares held by them in connection with the completion of our initial business combination.

~~Our~~We ~~amended~~will ~~and restated memorandum and articles of association~~ provide ~~that in no event will we redeem~~ our public ~~shares~~shareholders inwith anthe ~~amount~~opportunity ~~that would cause our net tangible assets~~ to beredeem ~~less~~all ~~than~~or ~~$5,000,001. In addition, our proposed initial business combination may impose~~ a ~~minimum~~portion ~~cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention~~ of ~~cash~~their ~~to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all~~ Class A ~~ordinary~~Ordinary ~~shares~~Shares ~~that~~upon ~~are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~completion of ~~the~~our ~~proposed~~ initial business combination ~~exceed~~either ~~the~~(i) in ~~aggregate~~connection ~~amount~~with ofa ~~cash~~general ~~available~~meeting called to ~~us,~~approve ~~we will not complete~~ the initial business combination ~~or redeem any shares~~, ~~and~~including ~~all Class A ordinary shares submitted for redemption will be returned to~~ the ~~holders~~extraordinary ~~thereof.~~general Wemeeting ~~may,~~of ~~however, raise funds through~~ the ~~issuance~~Company’s ofshareholders ~~equity-linked~~to ~~securities~~be orheld ~~through loans, advances or other indebtedness~~ in connection with ~~our~~the ~~initial~~Business ~~business~~Combination ~~combination,~~(the ~~including~~“Business ~~pursuant~~Combination toShareholders ~~forward~~Meeting”), ~~purchase agreements~~ or ~~backstop~~(ii) without ~~arrangements~~a weshareholder ~~may~~vote ~~enter~~by ~~into~~means ~~following consummation~~ of ~~the~~a ~~initial~~tender ~~public~~offer. ~~offering,~~The indecision ~~order~~as to, ~~among~~whether ~~other~~we ~~reasons,~~will ~~satisfy~~seek ~~such~~shareholder ~~net~~approval ~~tangible~~of ~~assets~~a orproposed ~~minimum cash requirements.~~

If5 we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions,

5 business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our Articles would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

~~Table~~The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of ~~Contents~~the two methods listed above is contained in provisions of our Articles and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, so long as we offer redemption in connection with such amendment.

~~subject~~If towe ~~compliance~~provide ~~with~~our ~~applicable~~public ~~law~~shareholders ~~and~~with ~~Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of~~ the ~~funds~~opportunity ~~held in the trust account will be used~~ to ~~purchase~~redeem ~~shares~~their or public ~~warrants~~shares in ~~such~~connection ~~transactions.~~with Ifa ~~they~~general ~~engage in such transactions~~meeting, ~~they~~we will, ~~not~~pursuant ~~make any such purchases when they are in possession of any material nonpublic information not disclosed~~ to ~~the~~our ~~seller~~Articles: ~~or if such purchases are prohibited by Regulation M under the Exchange Act.~~

We• doconduct ~~not currently anticipate that such purchases, if any, would constitute a tender offer subject to~~ the ~~tender~~redemptions ~~offer~~in ~~rules~~conjunction ~~under~~with ~~the Exchange Act or~~ a ~~going-private~~proxy ~~transaction~~solicitation ~~subject~~pursuant to ~~the~~Regulation ~~going-private~~14A ~~rules~~of ~~under~~ the Exchange Act~~; however~~, ifwhich ~~the~~regulates ~~purchasers determine at~~ the ~~time~~solicitation of ~~any such purchases that the purchases are subject to such rules~~proxies, ~~the~~and ~~purchasers~~not ~~will comply with such rules. Any such purchases will be reported~~ pursuant to ~~Section 13 and Section 16 of~~ the ~~Exchange~~tender ~~Act~~offer torules, ~~the extent such purchasers are subject to such reporting requirements.~~ and

~~The~~• ~~purpose~~file ofproxy ~~any~~materials such purchases of shares could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with ~~a target that requires us to have a minimum net worth or a certain amount of cash at~~ the ~~closing of our initial business combination, where it appears that such requirement would otherwise not be met~~SEC. 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 initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

~~Notwithstanding~~In the ~~foregoing~~event ~~redemption~~that ~~rights, if~~ we seek shareholder approval of our initial business combination, ~~and~~including weat ~~do not conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender~~Business ~~offer~~Combination ~~rules,~~Shareholders ~~our amended and restated memorandum and articles of association provide that a public shareholder~~Meeting, ~~together~~we ~~with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act),~~ will bedistribute ~~restricted~~proxy ~~from~~materials redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the initial public offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares 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 ~~the~~connection ~~initial public offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us~~therewith, ~~our~~provide ~~Sponsor or~~ our ~~management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem to no more than 15% of the shares sold in the initial~~ public ~~offering, we believe we will limit the ability of a small group of~~ shareholders ~~to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection~~ with athe ~~business~~redemption ~~combination~~rights ~~with~~described aabove ~~target~~upon ~~that~~completion ~~requires as a closing condition that we have a minimum net worth or a certain amount~~ of ~~cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of~~ the ~~shares sold in the~~ initial ~~public offering) for or against our initial~~ business combination.

~~Redemption~~If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of ~~Public~~a majority of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the Company. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. The shares held by our Sponsor, officers and directors will count toward this quorum and, pursuant to a letter agreement (the “Letter Agreement”), our Sponsor, officers and directors have agreed to vote their Founder Shares and ~~Liquidation~~any public shares purchased during or after the initial public offering (including in open market and privately-negotiated transactions, subject to applicable law) in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. However, if Noour ~~Initial~~initial ~~Business~~business ~~Combination~~combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.

~~Our~~If ~~amended~~a ~~and~~shareholder ~~restated~~vote ~~memorandum~~is ~~and~~not ~~articles~~required ofand ~~association provide that~~ we ~~will~~do ~~have~~not ~~only~~decide ~~(i)~~to 24hold months from the closing of the initial public offering in which we must complete an initial business combination, or by January 10, 2024; or (ii) 27 months from the closing of the initial public offering if we have executed a ~~definitive~~shareholder ~~agreement~~vote for ~~our initial~~ business ~~combination within twenty-four months from the closing of the initial public offering,~~ or byother ~~April 10,~~legal ~~2024~~reasons, ~~(the “completion window”) to complete our initial business combination. If~~ we ~~are unable 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 earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000), less taxes payable and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. 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.

6• 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 the initial business combination and the redemption rights as is required under Regulation 14A of ~~Contents~~the Exchange Act, which regulates the solicitation of proxies.

~~Our~~In ~~Sponsor,~~the ~~officers~~event ~~and~~we ~~directors~~conduct ~~have~~redemptions ~~entered~~pursuant ~~into~~to athe ~~letter~~tender ~~agreement~~offer ~~with us~~rules, ~~pursuant~~our offer to ~~which~~redeem ~~they~~will ~~have~~remain ~~waived~~open ~~their~~for ~~rights~~at toleast ~~liquidating~~20 ~~distributions~~business ~~from~~days, ~~the~~in ~~trust~~accordance ~~account~~ with ~~respect~~Rule to14e-1(a) ~~any~~under ~~Founder~~the ~~Shares~~Exchange ~~held~~Act, byand ~~them~~we ifwill wenot ~~fail~~be permitted to complete our initial business combination ~~within~~until the ~~completion~~expiration ~~window~~of the tender offer period. ~~However~~In addition, ifthe ~~our~~tender ~~Sponsor~~offer orwill ~~management~~be ~~team~~conditioned ~~acquire~~on public ~~shares~~shareholders innot ortendering ~~after~~more than the ~~initial~~number of public ~~offering,~~shares ~~they~~we ~~will~~are bepermitted ~~entitled~~ to ~~liquidating~~redeem. ~~distributions~~If ~~from~~public ~~the~~shareholders ~~trust~~tender ~~account~~more ~~with~~shares ~~respect~~than towe ~~such~~have ~~public~~offered ~~shares~~to ifpurchase, we ~~fail~~will towithdraw ~~complete~~the ~~our~~tender ~~initial~~offer ~~business~~and ~~combination~~not ~~within~~complete the ~~completion~~initial ~~window~~business combination.

~~Our~~6 Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the 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 public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000) and less taxes payable, 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.

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

InWe ~~identifying,~~intend ~~evaluating~~to ~~and~~require ~~selecting~~our apublic ~~target~~shareholders ~~business~~seeking ~~for~~to ~~our~~exercise ~~initial~~their ~~business~~redemption ~~combination~~rights, wewhether ~~may~~they ~~encounter~~are ~~competition~~record ~~from~~holders ~~other~~or ~~entities~~hold ~~having~~their ashares ~~business~~in ~~objective~~“street ~~similar~~name,” to, ~~ours~~at the holder’s option, ~~including~~either ~~other~~deliver ~~special~~their ~~purpose~~share ~~acquisition~~certificates ~~companies,~~to ~~private~~our ~~equity~~transfer ~~groups~~agent ~~and~~or ~~leveraged~~deliver ~~buyout~~their ~~funds~~shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, ~~public~~prior ~~companies~~to ~~and~~the ~~operating~~date ~~businesses~~set ~~seeking~~forth ~~strategic~~in ~~acquisitions~~the proxy materials or tender offer documents, as applicable. ~~Many~~In the case of ~~these~~proxy ~~entities~~materials, ~~are~~this ~~well~~date ~~established~~may ~~and~~be ~~have~~up ~~extensive~~to ~~experience~~two ~~identifying~~business ~~and~~days ~~effecting~~prior ~~business~~to ~~combinations~~the ~~directly~~scheduled orvote ~~through~~on ~~affiliates~~the proposal to approve the initial business combination. ~~Moreover~~In addition, ~~many~~if ofwe ~~these~~conduct ~~competitors~~redemptions ~~possess~~in ~~similar~~connection orwith ~~greater~~a ~~financial,~~shareholder ~~technical~~vote, ~~human~~we ~~and~~intend ~~other~~to ~~resources~~require ~~than~~a ~~us.~~public ~~Our~~shareholder ~~ability~~seeking redemption of its public shares to ~~acquire~~also ~~larger~~submit ~~target~~a ~~businesses~~written ~~will~~request befor ~~limited~~redemption byto our ~~available~~transfer ~~financial~~agent ~~resources.~~two ~~This~~business ~~inherent~~days ~~limitation~~prior ~~gives~~to ~~others~~the anscheduled ~~advantage~~vote in ~~pursuing~~which the ~~acquisition~~name of athe ~~target~~beneficial ~~business~~owner of such shares is included. ~~Furthermore~~The proxy materials or tender offer documents, ~~our~~as ~~obligation~~applicable, that we will furnish to ~~pay~~holders ~~cash~~of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders ~~who~~to ~~exercise~~satisfy ~~their~~such ~~redemption~~delivery ~~rights~~requirements. ~~may~~We ~~reduce~~believe ~~the~~that ~~resources~~this ~~available~~will allow our transfer agent to usefficiently ~~for~~process ~~our~~any ~~initial~~redemptions ~~business~~without ~~combination~~the ~~and~~need ~~our~~for ~~issued~~further ~~and~~communication ~~outstanding~~or ~~warrants~~action from the redeeming public shareholders, which could delay redemptions and ~~the~~result ~~future~~in ~~dilution~~additional ~~they~~administrative ~~potentially~~cost. ~~represent,~~If ~~may~~the proposed initial business combination is not beapproved ~~viewed~~and ~~favorably~~we bycontinue ~~certain~~to search for a target ~~businesses.~~company, ~~Either~~we ofwill ~~these~~promptly ~~factors~~return ~~may~~any ~~place~~certificates usor atshares adelivered ~~competitive~~by ~~disadvantage~~public inshareholders ~~successfully~~who ~~negotiating~~elected anto ~~initial~~redeem ~~business~~their ~~combination~~shares.

~~Employees~~We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account and ~~Human~~not ~~Capital~~previously ~~Resources~~released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000) and less taxes payable, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein and in the registration statement relating to the initial public offering. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. The Sponsor, our officers and directors have entered into a Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any public shares held by them in connection with the completion of our initial business combination.

WeOur ~~currently~~Articles ~~have~~provide ~~three~~that ~~executive~~in ~~officers:~~no ~~Harry~~event E.will ~~Sloan~~we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. ~~Eli~~In ~~Baker~~addition, ~~and~~our ~~Ryan~~initial ~~O’Connor.~~business ~~These~~combination ~~individuals~~may ~~are~~impose ~~not~~a ~~obligated~~minimum cash requirement for (i) cash consideration to ~~devote~~be ~~any~~paid ~~specific~~to ~~number~~the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of ~~hours~~cash to ~~our~~satisfy ~~matters~~other ~~but~~conditions. ~~they~~In ~~intend~~the event the aggregate cash consideration we would be required to ~~devote~~pay asfor ~~much~~all ofClass A ~~their~~Ordinary ~~time~~Shares asthat ~~they~~are ~~deem~~validly ~~necessary~~submitted for redemption plus any amount required to ~~our~~satisfy ~~affairs~~cash ~~until~~conditions wepursuant ~~have~~to ~~completed~~the ~~our~~terms of the proposed initial business combination. ~~The~~exceed the aggregate amount of ~~time~~cash ~~they~~available to us, we will ~~devote~~not incomplete ~~any~~the ~~time~~initial ~~period~~business ~~will~~combination ~~vary~~or ~~based~~redeem onany ~~whether~~shares, aand ~~target~~all ~~business~~Class A ~~has~~Ordinary ~~been~~Shares ~~selected~~submitted for ~~our~~redemption ~~initial~~will ~~business~~be ~~combination~~returned ~~and~~to the ~~stage~~holders ofthereof, ~~the~~unless ~~business~~such ~~combination~~cash ~~process~~conditions we are inamended or waived. We domay, ~~not~~however, ~~intend~~raise tofunds ~~have~~through ~~any~~the ~~full~~issuance ~~time~~of ~~employees~~equity-linked ~~prior~~securities toor ~~the~~through ~~completion~~loans, ofadvances or other indebtedness in connection with our initial business combination, including pursuant to subscription agreements, forward purchase agreements or backstop arrangements we may enter into following consummation of the initial public offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

~~Periodic~~If ~~Reporting~~we seek shareholder approval of our initial business combination and ~~Financial~~we ~~Information~~do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the shareholder meeting called to approve our initial business combination, including the Business Combination Shareholders Meeting. There is no limit on the number of public shares and/or public warrants our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. However, other than as previously disclosed, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the Trust Account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. To the extent any Class A Ordinary Shares are so purchased by our Sponsor, initial shareholders, directors, officers, advisors or their affiliates, such shares must (a) be purchased at a price no higher than the redemption price paid for our Class A Ordinary Shares, which as of December 31, 2023 was estimated to be $10.60 per share and (b) not be (i) voted by such holders or their respective affiliates in favor of approving the initial business combination, including the Business Combination, or (ii) redeemable by such holders or their respective affiliates. See the risk factor entitled “If we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers,

We7 are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at www.sec.gov. In addition, the Company will provide copies of these documents without charge upon request from us in writing at 955 Fifth Avenue, New York, NY 10075 or by telephone at (310) 209-7280 or on our Internet website https://eaglesinvest.com/.

We advisors ~~will~~and ~~provide~~their ~~shareholders~~affiliates ~~with~~may ~~audited~~elect ~~financial~~to ~~statements~~purchase ofshares ~~the prospective target business as part of the proxy solicitation materials~~ or ~~tender~~public ~~offer~~warrants ~~documents~~from ~~sent~~public to shareholders ~~to assist them in assessing the target business. In all likelihood~~, ~~these~~which ~~financial~~may ~~statements~~influence ~~will~~a ~~need~~vote toon bea ~~prepared~~proposed inbusiness ~~accordance~~combination with, or reconciled to, accounting principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and ~~the~~reduce ~~historical financial statements may be required to be audited in accordance with~~ the ~~standards~~public ~~of the Public Company Accounting Oversight Board (United States) (~~“~~PCAOB~~float”). ~~These financial statement requirements may limit the pool~~ of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our ~~initial~~Class A ~~business~~Ordinary ~~combination~~Shares within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or ~~that~~public ~~the~~warrants” ~~potential target business will be able to prepare its financial statements~~ in ~~accordance~~Item ~~with the requirements outlined above~~1A. ToRisk ~~the~~Factors ~~extent~~for ~~that~~additional ~~these requirements cannot be met, we may not be able to acquire the proposed target business~~information. ~~While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.~~

7We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

~~Table~~The purpose of ~~Contents~~any such purchases of shares could be to satisfy a closing condition in an agreement with a target, such as the Business Combination Agreement, that requires us to have a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination, including at the extraordinary general meeting of the Company’s public warrantholders to be held in connection with the Business Combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A Ordinary Shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

WeNotwithstanding ~~are~~the ~~required~~foregoing toredemption ~~evaluate~~rights, if we seek shareholder approval of our ~~internal~~initial ~~control~~business ~~procedures~~combination ~~for~~and we do not conduct redemptions in connection with our initial business combination pursuant to the ~~fiscal~~tender ~~year~~offer ~~ending~~rules, ~~December 31~~our Articles provide that a public shareholder, ~~2022~~together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as ~~required~~a by“group” (as defined under Section 13 of the ~~Sarbanes-Oxley~~Exchange Act.), Aswill webe ~~are~~restricted ~~deemed~~from redeeming its shares with respect to bemore athan an aggregate of 15% of the shares sold in the initial public offering without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large ~~accelerated~~blocks ~~filer~~of shares, weand ~~are~~subsequent ~~required~~attempts by such holders to ~~have~~use their ability to redeem their shares as a means to force us or our ~~internal~~management ~~control~~to ~~procedures~~purchase ~~audited~~their shares at a significant premium to the then-current market price or on other undesirable terms. AAbsent ~~target~~this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the initial public offering could threaten to exercise its redemption rights against a business ~~may~~combination if such holder’s shares are not bepurchased inby ~~compliance~~us, ~~with~~our ~~the~~Sponsor ~~provisions~~or ofour management at a premium to the ~~Sarbanes~~then-~~Oxley~~current ~~Act~~market ~~regarding~~price ~~adequacy~~or ofon ~~their~~other ~~internal~~undesirable ~~controls~~terms. ~~The~~By ~~development~~limiting our shareholders’ ability to redeem to no more than 15% of the ~~internal~~shares ~~controls~~sold in the initial public offering, we believe we will limit the ability of ~~any~~a ~~such~~small ~~entity~~group of shareholders to ~~achieve~~unreasonably ~~compliance~~attempt to block our ability to complete our initial business combination, particularly in connection with ~~the~~a ~~Sarbanes-Oxley~~business ~~Act~~combination ~~may~~with ~~increase~~a ~~the~~target ~~time~~that ~~and~~requires ~~costs~~as ~~necessary~~a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to ~~complete~~vote ~~any~~all ~~such~~of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in the initial public offering) for or against our initial business combination.

WeRedemption are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of ~~the~~Public ~~Companies~~Shares ~~Act. As an exempted company, we have applied for~~ and ~~received~~Liquidation aif ~~tax~~No ~~exemption~~Initial ~~undertaking~~Business ~~from~~Combination the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

~~Item~~Our 1AArticles provide that we will have (i) 24 months from the closing of the initial public offering in which we must complete an initial business combination, or by January 10, 2024; or (ii) 27 months from the closing of the initial public offering if we have executed a definitive agreement for our initial business combination within twenty-four months from the closing of the initial public offering, or by April 10, 2024 (the “completion window”), to complete our initial business combination. ~~Risk~~Since ~~Factors~~we executed the Business Combination Agreement on December 22, 2023, the completion window was extended to April 10, 2024. If we are unable to complete our initial business combination within the completion window and we do not further extend such date with the approval of our shareholders, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000), less taxes payable and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. 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.

AnOur ~~investment~~Sponsor, inofficers ~~our~~and ~~securities~~directors ~~involves~~have entered into a ~~high~~Letter ~~degree~~Agreement ofwith ~~risk.~~us, ~~You~~pursuant ~~should~~to ~~consider~~which ~~carefully~~they ~~all~~have ofwaived ~~the~~their ~~risks~~rights ~~described~~to ~~below,~~liquidating ~~together~~distributions ~~with~~from the ~~other~~Trust ~~information~~Account ~~contained~~with inrespect ~~this~~to ~~Form~~any ~~10-K,~~Founder ~~before~~Shares ~~making~~held aby ~~decision~~them toif ~~invest~~we infail to complete our ~~units.~~initial Ifbusiness ~~any~~combination ofwithin the ~~following~~completion ~~events~~window. ~~occur~~However, if our ~~business,~~Sponsor ~~financial~~or ~~condition~~management ~~and~~team ~~operating~~acquire ~~results~~public ~~may~~shares bein ~~materially~~or ~~adversely~~after ~~affected.~~the Ininitial ~~that~~public ~~event~~offering, they will be entitled to liquidating distributions from the ~~trading~~Trust ~~price~~Account ofwith ~~our~~respect ~~securities~~to ~~could~~such ~~decline,~~public ~~and~~shares ~~you~~if ~~could~~we ~~lose~~fail ~~all~~to orcomplete ~~part~~our ofinitial ~~your~~business ~~investment~~combination within the completion window.

~~Risk~~8 ~~Factor Summary~~

•Pursuant ~~Our~~to ~~public~~the ~~shareholders~~Letter ~~may~~Agreement, our Sponsor, officers and directors have agreed that they will not bepropose ~~afforded~~any anamendment ~~opportunity~~to our Articles (A) to ~~vote~~modify onthe substance or timing of our ~~proposed~~obligation to allow redemption in connection with our initial business combination, ~~and~~or ~~even~~to redeem 100% of our public shares if we ~~hold~~do anot ~~vote~~complete our 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, ~~holders~~unless ofwe provide our ~~Founder~~public ~~Shares~~shareholders ~~will~~with ~~participate~~the inopportunity to redeem their public shares upon approval of any such ~~vote~~amendment at a per-share price, ~~which~~payable ~~means~~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 fund our working capital requirements (subject to an aggregate limit of $3,000,000) and less taxes payable, divided by the number of then outstanding public shares. However, we may ~~complete~~not redeem our ~~initial~~public ~~business~~shares ~~combination~~in ~~even~~an ~~though~~amount athat ~~majority~~would ofcause 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 ~~shareholders~~shares dosuch that we cannot satisfy the net tangible asset requirement, we would not ~~support~~proceed ~~such~~with athe ~~combination~~amendment or the related redemption of our public shares at such time.

•Competition ~~Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.~~

•In Ifidentifying, weevaluating ~~seek~~and ~~shareholder~~selecting ~~approval~~a oftarget business for our initial business combination, ~~our~~we ~~initial~~may ~~shareholders~~encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and ~~management~~leveraged ~~team~~buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have ~~agreed~~extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to ~~vote~~acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in ~~favor~~pursuing the acquisition of ~~such~~a ~~initial~~target business. ~~combination~~Furthermore, ~~regardless~~our ofobligation ~~how~~to pay cash in connection with our public shareholders ~~vote~~who exercise their redemption rights may reduce the resources available to us for our initial business combination and our issued and 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 and completing an initial business combination.

•Employees ~~The~~and ~~ability~~Human ofCapital ~~our~~Resources 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.

•We ~~The~~currently ~~ability~~have ofthree ~~our~~executive ~~public~~officers: ~~shareholders~~Harry toE. ~~exercise~~Sloan, ~~redemption~~Eli ~~rights~~Baker, ~~with~~and ~~respect~~Ryan O’Connor. These individuals are not obligated to adevote ~~large~~any specific number of hours to our ~~shares~~matters ~~may~~but ~~not~~they ~~allow~~intend usto devote as much of their time as they deem necessary to ~~complete~~our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the ~~most~~stage ~~desirable~~of the business combination orprocess ~~optimize~~we are in. We do not intend to have any full time employees prior to the completion of our ~~capital~~initial ~~structure~~business combination.

•Periodic ~~The~~Reporting requirement 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.

•We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K. The ~~financial~~SEC maintains an Internet website that contains reports, proxy and information statements ~~may~~and ~~not~~other ~~reflect~~information regarding issuers that file electronically with the ~~Company~~SEC. The SEC’s ~~financial~~Internet ~~condition~~website ~~and~~is ~~cash~~located ~~flow~~at aswww.sec.gov. aIn ~~result~~addition, the Company will provide copies of ~~Russia’s~~these ~~military~~documents ~~action~~without ~~against~~charge ~~Ukraine~~upon request from us in writing at 955 Fifth Avenue, New York, NY 10075 or by telephone at (310) 209-7280 or on our Internet website https://eaglesinvest.com/.

•We ~~Our~~are ~~search~~a ~~for~~Cayman aIslands exempted company. Exempted companies are Cayman Islands companies conducting business ~~combination,~~mainly outside the Cayman Islands and, ~~any~~as ~~target~~such, ~~business~~are exempted from complying with ~~which~~certain provisions of the Companies Act. As an exempted company, we ~~ultimately~~have ~~consummate~~applied for and received a ~~business~~tax ~~combination,~~exemption ~~may~~undertaking befrom ~~materially~~the ~~adversely~~Cayman ~~affected~~Islands bygovernment that, in accordance with Section 6 of the ~~recent~~Tax ~~coronavirus~~Concessions Act (~~COVID-19~~As Revised) ~~outbreak~~of ~~and~~the Cayman Islands, for a period of 20 years from the ~~status~~date of ~~debt~~the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, ~~equity~~in ~~markets~~addition, asthat ~~well~~no astax ~~protectionist~~to ~~legislation~~be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our ~~target~~shares, ~~markets~~debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

•Item If1A. weRisk seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.Factors

8An 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 Form 10-K, before making a decision to invest in our units. 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.

~~Table~~9 ~~of Contents~~

•Unless Ifotherwise astated, ~~shareholder~~the ~~fails~~Risk toFactors ~~receive~~described ~~notice~~below ofdo ~~our~~not ~~offer~~assume tothe ~~redeem~~closing ~~our~~of ~~public~~the ~~shares~~Business inCombination. ~~connection~~References ~~with~~to ~~our~~the term “initial business combination,” orin ~~fails~~this tosection ~~comply~~include ~~with~~ the ~~procedures~~Business ~~for~~Combination ~~submitting~~where orcontext ~~tendering its shares, such shares may not be redeemed~~requires.

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

•Risks ~~Because~~Relating ofto ~~our~~Our ~~limited~~Search ~~resources and the significant competition~~ for ~~business combination opportunities~~, itand ~~may~~Consummation beof ~~more~~or ~~difficult~~Inability ~~for us~~ to ~~complete our initial business combination. If we have not completed our initial business combination within the completion window~~Consummate, ~~our~~A ~~public~~Business ~~shareholders~~Combination ~~may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.~~

•Our ~~If the net proceeds of the initial~~ public ~~offering~~shareholders ~~and~~may ~~the sale of the private placement warrants~~ not ~~being~~be ~~held~~afforded inan ~~the~~opportunity ~~trust account are insufficient~~ to ~~allow~~vote uson toour ~~operate~~proposed ~~for~~initial atbusiness ~~least~~combination, ~~the~~and ~~duration~~even ofif ~~the~~we ~~completion~~hold ~~window~~a vote, itholders ~~could~~of ~~limit~~our ~~the~~Founder ~~amount~~Shares ~~available~~will toparticipate ~~fund~~in ~~our~~such ~~search~~vote, ~~for~~which ameans ~~target~~we ~~business~~may ~~or businesses and~~ complete our initial business combination, ~~and~~even wethough ~~will~~a ~~depend~~majority onof ~~loans from~~ our ~~Sponsor,~~public ~~its~~shareholders ~~affiliates~~do ornot ~~our~~support ~~management~~such ~~team~~a ~~to fund our search and to complete our initial business~~ combination.

•While ~~Unlike~~we ~~some~~plan ~~other~~to ~~similarly~~hold ~~structured~~the ~~special~~Business ~~purpose~~Combination ~~acquisition~~Shareholders ~~companies~~Meeting to approve the Business Combination, ~~our~~we may choose not to hold a shareholder vote to approve an alternative initial ~~shareholders~~business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will ~~receive~~seek ~~additional~~shareholder ~~Class~~approval Aof ~~ordinary~~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 ~~issue~~seek ~~certain~~shareholder ~~shares~~approval, tothe ~~consummate~~holders anof our Founder Shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete.

•If Wewe ~~may~~seek beshareholder aapproval ~~passive~~of ~~foreign~~our ~~investment~~initial ~~company~~business combination, orour ~~“PFIC,”~~initial ~~which~~shareholders ~~could~~and ~~result~~management team have agreed to vote in ~~adverse~~favor ~~United~~of ~~States~~such ~~federal~~initial ~~income~~business ~~tax~~combination, ~~consequences~~regardless toof ~~U.S.~~how ~~investors~~our public shareholders vote.

~~Risks~~As ~~Relating~~of December 31, 2023, our initial shareholders owned 18,750,000 Founder Shares, which represented 20% of our issued and outstanding ordinary shares. Our initial shareholders and management team also may from time to time purchase Class A Ordinary Shares prior to the closing of our initial business combination. Our ~~Search~~Articles ~~for~~provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of our ordinary shares which are represented in person or by proxy and ~~Consummation~~are voted at a general meeting of the company, including the Founder Shares. As a result, in addition to our initial shareholders’ Founder Shares, we would need 28,125,001, or ~~Inability~~37.5%, of the 75,000,000 public shares sold in the initial public offering to ~~Consummate~~be voted in favor of an initial business combination in order to have our initial business combination approved. Assuming that only one-third of our issued and outstanding ordinary shares, Arepresenting ~~Business~~a ~~Combination~~quorum under our Articles, are voted, we will not need any public shares in addition to our Founder Shares to be voted in favor of an initial business combination in order to have an initial business combination approved. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such initial business combination.

~~Our~~Your ~~public~~only ~~shareholders may not be afforded an~~ opportunity to ~~vote~~effect onyour ~~our~~investment ~~proposed~~decision ~~initial~~regarding ~~business combination, and even if we hold~~ a ~~vote,~~potential ~~holders~~business ofcombination ~~our Founder Shares will participate in such vote, which means we~~ may ~~complete~~be ~~our~~limited ~~initial~~to ~~business~~the ~~combination~~exercise ~~even though a majority~~ of ~~our~~your ~~public~~right ~~shareholders~~to doredeem ~~not~~your ~~support~~shares ~~such~~from aus ~~combination~~for cash.

WeAt ~~may~~the ~~choose~~time ~~not~~of toyour ~~hold~~investment ain ~~shareholder~~us, ~~vote~~you towere ~~approve~~not ~~our~~provided ~~initial~~with ~~business~~an ~~combination~~opportunity ~~unless~~to evaluate the ~~business~~specific ~~combination~~merits ~~would~~or ~~require~~risks ~~shareholder~~of ~~approval~~our ~~under~~initial ~~applicable~~business ~~law~~combination. orIf ~~stock~~we ~~exchange~~do ~~listing~~not ~~requirements.~~complete Inthe ~~such~~Business ~~case~~Combination, ~~the~~our ~~decision~~board asof todirectors ~~whether~~may wecomplete ~~will~~an ~~seek~~initial ~~shareholder approval of a proposed~~ business combination orwithout ~~will~~seeking ~~allow~~shareholder ~~shareholders~~approval, toin ~~sell~~which ~~their~~case, ~~shares~~public toshareholders usmay innot ahave ~~tender~~the ~~offer~~right ~~will~~or beopportunity ~~made~~to byvote ~~us,~~on ~~solely~~the inbusiness ~~our discretion~~combination, ~~and~~unless ~~will~~we beseek ~~based~~such onshareholder avote. ~~variety of factors~~Accordingly, ~~such~~your asonly ~~the~~opportunity ~~timing~~to ofeffect ~~the~~your ~~transaction~~investment ~~and~~decision ~~whether~~regarding ~~the~~our ~~terms~~initial ofbusiness ~~the~~combination ~~transaction~~may ~~would~~be ~~otherwise~~limited ~~require us~~ to ~~seek~~exercising ~~shareholder~~your ~~approval.~~redemption ~~Even~~rights ifwithin ~~we seek shareholder approval,~~ the ~~holders~~period of ~~our~~time ~~Founder~~(which ~~Shares~~ will ~~participate~~be inat ~~the~~least ~~vote~~20 onbusiness ~~such~~days) ~~approval.~~set ~~Accordingly,~~forth wein ~~may complete~~ our ~~initial~~tender ~~business~~offer ~~combination~~documents ~~even~~mailed ifto ~~holders of a majority of~~ our ~~ordinary~~public ~~shares~~shareholders doin ~~not~~which ~~approve~~we ofdescribe ~~the~~our initial business combination ~~we complete~~.

IfThe weability ~~seek~~of ~~shareholder~~our ~~approval~~public ofshareholders ~~our~~to ~~initial~~redeem ~~business~~their ~~combination,~~shares ~~our~~for ~~initial~~cash ~~shareholders~~may ~~and~~make ~~management~~our ~~team~~financial ~~have~~condition ~~agreed~~unattractive to ~~vote~~potential inbusiness ~~favor~~combination oftargets, ~~such~~which ~~initial~~may ~~business~~make ~~combination,~~it ~~regardless~~difficult offor ~~how~~us ~~our~~to ~~public~~enter ~~shareholders~~into ~~vote~~a business combination with a target.

~~Our~~The ~~initial~~definitive ~~shareholders~~agreement ~~owned~~for ~~20% of~~ our ~~issued and outstanding ordinary shares immediately following the completion of the~~ initial ~~public~~business ~~offering~~combination ~~(assuming~~transaction, ~~our~~including ~~initial shareholders do not purchase any units in~~ the ~~initial~~Business ~~public~~Combination ~~offering).~~Agreement, ~~Our initial shareholders and management team also~~ may ~~from~~contain ~~time~~a tominimum ~~time~~cash ~~purchase~~requirement ~~Class~~for (i) Acash ~~ordinary~~consideration ~~shares prior~~ to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be ~~approved~~paid ifto wethe ~~receive~~target anor ~~ordinary~~its ~~resolution under Cayman Islands law~~owners, ~~which~~(ii) cash ~~requires~~for ~~the~~working ~~affirmative~~capital ~~vote of a majority of our ordinary shares which are represented in person~~ or byother ~~proxy and are voted at a~~ general ~~meeting~~corporate ofpurposes ~~the company, including the Founder Shares. As a result, in addition to our initial shareholders’ Founder Shares, we would need 28,125,001,~~ or ~~37.5%, of~~ (iii) the ~~75,000,000~~retention ~~public shares sold in the initial public offering to be voted in favor~~ of ancash ~~initial business combination in order~~ to ~~have~~satisfy ~~our~~other ~~initial business combination approved~~conditions. OnIf ~~February 19,~~too ~~2022,~~many ~~the~~public ~~2,812,500~~shareholders ~~Founder Shares were forfeited because the underwriters did not~~ exercise their ~~over-allotment~~redemption ~~option~~rights, resulting in the Sponsor holding 18,750,000 Founder Shares. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, are voted, we ~~will~~would not ~~need any public shares in addition to our Founder Shares to~~ be ~~voted~~able ~~in favor of an initial business combination in order~~ to ~~have~~meet ansuch ~~initial~~closing ~~business~~condition ~~combination approved. However~~and, ~~if our initial business combination is structured~~ as a ~~statutory merger or consolidation with another company under Cayman Islands law~~result, the approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such initial business combination.

911

~~Table~~ would not be able to proceed with the business combination, unless such condition was modified or waived. 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. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of ~~Contents~~these risks and, thus, may be reluctant to enter into a business combination transaction with us.

~~Your~~The ~~only~~ability ~~opportunity~~of our public shareholders to ~~effect~~exercise ~~your~~redemption ~~investment~~rights ~~decision~~with ~~regarding~~respect to a ~~potential~~large ~~business~~number ~~combination~~of ~~may~~our beshares ~~limited~~may tonot ~~the~~allow ~~exercise~~us ofto ~~your~~complete ~~right~~the tomost ~~redeem~~desirable ~~your~~business ~~shares~~combination ~~from~~or usoptimize ~~for~~our ~~cash~~capital structure.

At the time ofwe ~~your~~enter ~~investment~~into inan usagreement for our initial business combination, ~~you~~including the Business Combination Agreement, we will not beknow ~~provided~~how ~~with~~many anshareholders ~~opportunity~~may exercise their redemption rights, and therefore will need to ~~evaluate~~structure the ~~specific~~transaction ~~merits~~based oron ~~risks~~our expectations as to the number of shares that will be submitted for redemption. If our initial business combination. ~~Since~~agreement ~~our~~requires ~~board~~us to use a portion of ~~directors~~the ~~may~~cash ~~complete~~in athe ~~business~~Trust ~~combination~~Account ~~without~~to ~~seeking~~pay ~~shareholder~~the ~~approval~~purchase price, ~~public~~or ~~shareholders~~requires ~~may~~us ~~not~~to have a minimum amount of cash at closing, we will need to reserve a portion of the ~~right~~cash orin ~~opportunity~~the Trust Account to ~~vote~~meet onsuch requirements, or arrange for third party financing, such as the ~~business~~PIPE. ~~combination~~In addition, ~~unless~~if a larger number of shares are submitted for redemption than we ~~seek~~initially ~~such~~expected, ~~shareholder~~we ~~vote~~may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing. ~~Accordingly~~Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, ~~your~~this ~~only~~dilution ~~opportunity~~would increase to ~~effect~~the ~~your~~extent ~~investment~~that ~~decision~~the ~~regarding~~anti-dilution provision of the Founder Shares results in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Founder Shares at the time of our initial business combination. ~~may~~In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be ~~limited~~adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to ~~exercising~~shareholders ~~your~~who properly exercise their redemption rights ~~within~~will ~~the~~not ~~period~~be ofreduced ~~time~~by ~~(which~~the ~~will~~deferred beunderwriting atcommission ~~least~~and 20after ~~business~~such ~~days)~~redemptions, ~~set~~the ~~forth~~amount held in ~~our~~trust ~~tender~~will ~~offer~~continue ~~documents~~to ~~mailed~~reflect our obligation to ~~our~~pay ~~public~~the ~~shareholders~~entire indeferred ~~which~~underwriting wecommissions. ~~describe~~The above considerations may limit our ~~initial~~ability to complete the most desirable business combination available to us or optimize our capital structure.

The ability of our public shareholders to ~~redeem~~exercise ~~their~~redemption ~~shares~~rights ~~for~~with ~~cash~~respect ~~may~~to ~~make~~a large number of our ~~financial~~shares ~~condition~~could ~~unattractive~~increase tothe ~~potential~~probability that our initial business combination ~~targets,~~would ~~which~~be ~~may~~unsuccessful ~~make~~and itthat ~~difficult~~you ~~for~~would ushave to ~~enter~~wait ~~into~~for aliquidation ~~business~~in ~~combination~~order ~~with~~to aredeem ~~target~~your shares.

WeIf ~~may~~our ~~seek~~initial ~~to enter into a~~ business combination ~~transaction~~ agreement, ~~with~~including athe ~~minimum~~Business ~~cash~~Combination ~~requirement~~Agreement, ~~for~~requires ~~(i) cash~~us ~~consideration~~ to beuse ~~paid~~a toportion of the ~~target~~cash orin ~~its~~the ~~owners,~~Trust ~~(ii) cash~~Account ~~for~~to ~~working~~pay ~~capital~~the purchase price, or ~~other~~requires ~~general~~us ~~corporate~~to ~~purposes~~have ora ~~(iii) the~~minimum ~~retention~~amount of cash toat ~~satisfy~~closing, ~~other~~the ~~conditions.~~probability Ifthat ~~too~~our ~~many~~initial ~~public~~business ~~shareholders~~combination ~~exercise their redemption rights, we~~ would ~~not~~ be ~~able~~unsuccessful tois ~~meet~~increased. ~~such~~If ~~closing~~our ~~condition~~initial ~~and,~~business ascombination ais ~~result~~unsuccessful, you would not bereceive ~~able~~your topro ~~proceed~~rata ~~with~~portion of the ~~business~~funds ~~combination. Furthermore,~~ in nothe ~~event~~Trust ~~will~~Account until we ~~redeem~~liquidate ~~our~~the ~~public~~Trust ~~shares~~Account. inIf anyou ~~amount~~are ~~that~~in ~~would~~need ~~cause~~of ~~our~~immediate ~~net~~liquidity, ~~tangible~~you ~~assets~~could attempt to besell ~~less~~your ~~than~~shares ~~$5,000,001.~~in ~~Consequently,~~the ifopen ~~accepting~~market; ~~all~~however, ~~properly~~at ~~submitted~~such ~~redemption~~time ~~requests~~our ~~would~~shares ~~cause~~may ~~our~~trade ~~net~~at ~~tangible~~a ~~assets~~discount to bethe ~~less~~pro ~~than~~rata ~~$5,000,001 or such greater~~ amount ~~necessary~~per toshare ~~satisfy~~in athe ~~closing~~Trust ~~condition~~Account. asIn ~~described~~either ~~above~~situation, weyou ~~would~~may ~~not~~suffer ~~proceed~~a ~~with~~material ~~such~~loss ~~redemption~~on ~~and~~your ~~the~~investment ~~related~~or ~~business~~lose ~~combination~~the ~~and~~benefit ~~may~~of ~~instead~~funds ~~search~~expected ~~for~~in anconnection ~~alternate~~with ~~business~~your ~~combination.~~exercise ~~Prospective~~of ~~targets~~redemption ~~will~~rights beuntil ~~aware~~we ofliquidate ~~these~~or ~~risks~~you ~~and,~~are ~~thus,~~able ~~may be reluctant~~ to ~~enter~~sell ~~into~~your ashares ~~business~~in ~~combination~~the ~~transaction~~open ~~with us~~market.

The ~~ability~~requirement ofthat we complete our ~~public~~initial ~~shareholders~~business tocombination ~~exercise~~within ~~redemption~~the ~~rights~~completion ~~with~~window ~~respect~~may togive apotential ~~large~~target ~~number~~businesses ofleverage ~~our~~over ~~shares~~us in negotiating a business combination and may ~~not~~limit ~~allow~~the ustime we have in which to ~~complete~~conduct ~~the~~due ~~most~~diligence ~~desirable~~on potential business combination ortargets, ~~optimize~~in particular as we approach our ~~capital~~dissolution ~~structure~~deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

AtAny ~~the~~potential ~~time~~target business with which we enter into annegotiations ~~agreement~~concerning ~~for~~a ~~our initial~~ business combination, weincluding ~~will not know how many shareholders may exercise their redemption rights~~StudioCo, ~~and therefore~~ will ~~need~~be toaware ~~structure the transaction based on our expectations as to the number of shares~~ that ~~will~~we bemust ~~submitted~~complete ~~for redemption. If~~ our initial business combination ~~agreement~~within ~~requires us to use a portion of~~ the ~~cash~~completion inwindow. ~~the~~Consequently, ~~trust~~such ~~account~~target tobusiness ~~pay~~may ~~the~~obtain ~~purchase~~leverage ~~price,~~over ~~or requires~~ us toin ~~have~~negotiating a ~~minimum~~business ~~amount of cash at closing~~combination, weknowing ~~will~~that ~~need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition,~~ if awe ~~larger~~do ~~number~~not ofcomplete ~~shares~~our ~~are~~initial ~~submitted~~business ~~for~~combination ~~redemption~~with ~~than~~that weparticular ~~initially~~target ~~expected~~business, we may ~~need~~be tounable ~~restructure the transaction~~ to ~~reserve~~complete aour ~~greater~~initial ~~portion~~business ofcombination ~~the~~with ~~cash~~any intarget ~~the trust account or arrange for third party financing~~business. ~~Raising~~This ~~additional~~risk ~~third~~will ~~party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would~~ increase toas ~~the~~we ~~extent~~get ~~that~~closer ~~the anti-dilution provision of the Founder Shares results in the issuance of Class A ordinary shares on a greater than one-~~to~~-one~~ ~~basis upon conversion of~~ the ~~Founder~~timeframe ~~Shares~~described ~~at the time of our initial business combination~~above. In addition, ~~the~~we ~~amount~~may ofhave ~~the~~limited ~~deferred~~time ~~underwriting commissions payable~~ to ~~the~~conduct ~~underwriters~~due ~~will~~diligence ~~not~~and bemay ~~adjusted~~enter ~~for~~into ~~any~~our ~~shares that are redeemed in connection with an~~ initial business combination. ~~The~~on ~~per~~terms ~~share~~that ~~amount~~ we ~~will~~would ~~distribute~~have torejected ~~shareholders~~upon ~~who~~a ~~properly~~more ~~exercise~~comprehensive their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissionsinvestigation. ~~The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.~~

~~The~~Our ~~ability~~search offor ~~our~~a ~~public~~business ~~shareholders~~combination, toand ~~exercise~~any ~~redemption~~target ~~rights~~business with ~~respect~~which towe ultimately consummate a ~~large~~business ~~number~~combination, ofmay ~~our~~be ~~shares~~materially ~~could~~adversely ~~increase~~affected ~~the~~by ~~probability~~events that ~~our~~are ~~initial~~outside ~~business~~of ~~combination~~our ~~would~~control, besuch ~~unsuccessful~~as ~~and~~increased ~~that~~geopolitical ~~you~~unrest, ~~would~~pandemic ~~have~~outbreaks to(such ~~wait~~as ~~for~~COVID-19), ~~liquidation~~and volatility in ~~order~~the todebt ~~redeem~~and ~~your~~equity ~~shares~~markets.

IfOur ~~our~~ability ~~initial business combination agreement requires us~~ to ~~use~~find a ~~portion~~potential oftarget ~~the~~business ~~cash~~and in the ~~trust~~business ~~account~~of toany ~~pay~~potential ~~the~~target ~~purchase~~business ~~price,~~with orwhich ~~requires~~we usmay toconsummate ~~have~~ a ~~minimum amount of cash at closing, the probability that our initial~~ business combination ~~would~~could be ~~unsuccessful~~materially isand ~~increased.~~adversely Ifaffected ~~our~~by ~~initial~~events ~~business~~that ~~combination~~are isoutside ~~unsuccessful, you would not receive your pro rata portion~~ of ~~the~~our ~~funds in the trust account until we liquidate the trust account~~control. IfFor ~~you~~example, ~~are~~geopolitical ~~in need of immediate liquidity~~unrest, ~~you~~including ~~could attempt to sell your shares in the open market; however~~war, atterrorist ~~such~~activity ~~time~~and ~~our~~acts ~~shares~~of ~~may~~civil ~~trade~~or atinternational ahostility ~~discount~~are ~~to the pro rata amount per share in the trust account~~increasing. ~~In either situation~~Similarly, ~~you~~other ~~may~~events ~~suffer~~outside ~~a material loss on your investment or lose the benefit~~ of ~~funds~~our ~~expected~~control, inincluding ~~connection~~natural ~~with~~disasters, ~~your~~climate-related ~~exercise~~events, ofpandemics ~~redemption rights until we liquidate~~ or ~~you~~health ~~are~~crises ~~able to sell your shares in the open market.~~

1012

~~Table~~ (such as the COVID-19 pandemic) may arise from time to time. Any such events may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss of ~~Contents~~life and property damage, and may adversely affect the global economy or capital markets, and the business of any potential target business with which we may consummate a business combination could be materially and adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

~~The~~We ~~requirement~~may ~~that~~not webe able to complete our initial business combination within the completion window, ~~may give potential target businesses leverage over us~~ in ~~negotiating~~which acase ~~business combination and may limit the time~~ we ~~have~~would incease ~~which~~all tooperations ~~conduct~~except ~~due~~for ~~diligence~~the onpurpose ~~potential~~of ~~business~~winding ~~combination~~up ~~targets,~~and ~~in particular as~~ we ~~approach~~would ~~our~~redeem ~~dissolution deadline, which could undermine~~ our ~~ability~~public toshares ~~complete~~and ~~our initial business combination on terms that would produce value for our shareholders~~liquidate.

~~Any~~We ~~potential~~may ~~target~~not ~~business~~be ~~with~~able ~~which~~to wefind ~~enter~~a ~~into~~suitable ~~negotiations~~target ~~concerning~~business aand complete our initial business combination ~~will~~within bethe ~~aware~~completion ~~that~~window. If we ~~must~~are unable to complete our initial business combination within the completion window. ~~Consequently,~~and we do not further extend such ~~target~~date with the approval of our shareholders, 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 ~~may~~days ~~obtain~~thereafter, ~~leverage~~redeem ~~over~~the uspublic inshares, ~~negotiating~~at a ~~business~~per-share ~~combination~~price, ~~knowing~~payable ~~that~~in ifcash, weequal doto the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not ~~complete~~previously released to us to fund our ~~initial~~working ~~business~~capital ~~combination~~requirements ~~with~~(subject ~~that~~to ~~particular~~an ~~target~~aggregate ~~business~~limit of $3,000,000), less taxes payable and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Our Articles provide that, if we ~~may~~wind beup ~~unable~~for any other reason prior to ~~complete~~the consummation of our initial business combination, we will follow the foregoing procedures with ~~any~~respect ~~target~~to ~~business.~~the ~~This~~liquidation ~~risk~~of ~~will~~the ~~increase~~Trust Account as wepromptly ~~get~~as ~~closer~~reasonably possible but not more than ten business days thereafter, subject to ~~the~~applicable ~~timeframe~~Cayman ~~described~~Islands ~~above~~law. In ~~addition~~either such case, weour public shareholders may ~~have~~receive ~~limited~~only ~~time~~$10.60 toper ~~conduct~~public ~~due~~share, ~~diligence~~which ~~and~~is ~~may~~estimated ~~enter~~as ~~into~~of ~~our~~December 31, ~~initial~~2023, ~~business~~or ~~combination~~less than $10.60 per public share, on ~~terms~~the ~~that~~redemption weof ~~would~~their ~~have~~shares, ~~rejected~~and ~~upon~~our awarrants ~~more~~will ~~comprehensive~~expire ~~investigation~~worthless. See “—If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

~~Our~~If ~~search~~we ~~for~~seek ashareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and ~~any~~their ~~target~~affiliates ~~business~~may ~~with~~elect ~~which~~to wepurchase ~~ultimately~~shares ~~consummate~~or apublic ~~business~~warrants ~~combination,~~from ~~may~~public beshareholders, ~~materially~~which ~~adversely~~may ~~affected~~influence bya ~~the~~vote ~~recent~~on ~~coronavirus~~a ~~(COVID-19)~~proposed ~~outbreak~~business combination and reduce the ~~status~~public “float” of ~~debt~~our ~~and~~Class A ~~equity~~Ordinary ~~markets~~Shares or public warrants.

InIf ~~March~~we ~~2020,~~seek ~~the~~shareholder ~~World~~approval ~~Health Organization declared COVID-19 a global pandemic. This outbreak~~ of ~~COVID-19~~our ~~has~~initial ~~resulted~~business ~~in,~~combination and awe ~~significant~~do ~~outbreak~~not ofconduct ~~other~~redemptions ~~infectious diseases could result~~ in, aconnection ~~widespread~~with ~~health~~our ~~crisis~~initial ~~that~~business ~~has~~combination ~~and~~pursuant ~~may continue~~ to ~~adversely affect~~ the ~~economies~~tender ~~and~~offer ~~financial~~rules, ~~markets~~our ~~worldwide~~Sponsor, ~~and the business of any potential target business with which we may consummate a business combination could be materially and adversely affected. Furthermore~~directors, ~~we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel~~officers, ~~limit~~advisors ~~the~~or ~~ability~~their toaffiliates ~~have~~may ~~meetings~~purchase ~~with~~shares ~~potential investors~~ or ~~the~~public ~~target~~warrants ~~company’s~~in ~~personnel,~~privately ~~vendors~~negotiated ~~and~~transactions ~~services~~or ~~providers are unavailable to negotiate and consummate a transaction~~ in athe ~~timely~~open ~~manner.~~market ~~The~~either ~~extent~~prior to ~~which~~or ~~COVID-19~~following ~~impacts~~the ~~our~~shareholder ~~search~~meeting ~~for~~called ~~and ability~~ to ~~consummate~~approve aour initial business combination ~~will depend on future developments~~, ~~which are highly uncertain and cannot be predicted,~~ including ~~new information which may emerge concerning~~ the ~~severity~~Business ofCombination ~~COVID-19~~Shareholders ~~and~~Meeting. ~~the~~There ~~actions~~is tono ~~contain~~limit ~~COVID-19~~on ~~or treat its impact, among others. If~~ the ~~disruptions~~number ~~posed~~of bypublic ~~COVID-19~~shares and/or ~~other~~public ~~matters~~warrants ofour ~~global~~initial ~~concern~~shareholders, ~~continue~~directors, ~~for an extensive period of time~~officers, ~~and~~advisors ~~result~~or intheir ~~protectionist~~affiliates ~~sentiments~~may ~~and~~purchase ~~legislation~~ in ~~our~~such ~~target markets~~transactions, ~~our~~subject ~~ability~~ to ~~consummate~~compliance awith ~~business~~applicable ~~combination,~~law orand the ~~operations~~rules of aNasdaq. ~~target~~However, ~~business~~other ~~with~~than ~~which~~as wepreviously ~~ultimately consummate a business combination~~disclosed, ~~may~~they behave ~~materially~~no ~~adversely~~current ~~affected. In addition~~commitments, ~~our~~plans ~~ability~~or intentions to ~~consummate~~engage ain ~~transaction~~such ~~may~~transactions beand ~~dependent~~have onnot ~~the~~formulated ~~ability~~any toterms ~~raise~~or ~~equity~~conditions ~~and~~for ~~debt~~any ~~financing~~such ~~which~~transactions. ~~may~~In bethe ~~impacted~~event byour ~~COVID-19~~Sponsor, ~~and~~initial ~~other~~shareholders, ~~events~~directors, ~~including as a result of increased market volatility~~officers, ~~decreased~~advisors ~~market~~and ~~liquidity~~their inaffiliates ~~third-~~were ~~party financing being unavailable on terms acceptable~~ to uspurchase orpublic atshares ~~all.~~from ~~Finally~~public shareholders, ~~the~~such ~~outbreak~~purchases ofwould ~~COVID-19~~be ~~may~~structured ~~also~~in ~~have~~compliance with the ~~effect~~requirements of ~~heightening~~Rule ~~many~~14e-5 ofunder the ~~other~~Exchange ~~risks~~Act ~~described~~including, in ~~this~~pertinent ~~“Risk Factors” section~~part, ~~such~~through asadherence ~~those related~~ to the ~~market~~following: ~~for our securities and cross-border transactions.~~

We• ~~may~~Our ~~not~~registration bestatement/proxy ~~able~~statement tofiled ~~complete~~for our ~~initial~~ business combination ~~within~~transaction would disclose the ~~completion~~possibility ~~window~~that our Sponsor, ininitial ~~which~~shareholders, ~~case~~directors, weofficers, ~~would~~advisors ~~cease~~and ~~all~~their ~~operations~~affiliates ~~except~~may ~~for~~purchase ~~the~~public ~~purpose~~shares offrom ~~winding~~public upshareholders ~~and~~outside wethe ~~would~~redemption ~~redeem~~process, ~~our~~along ~~public~~with ~~shares~~the ~~and~~purpose ~~liquidate.~~of such purchases;

We• ~~may~~if ~~not be able to find a suitable target business and complete~~ our ~~initial business combination within the completion window. Our ability to complete our initial business combination may be negatively impacted by general market conditions~~Sponsor, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial ~~business combination~~shareholders, ~~including as a result of increased market volatility~~directors, ~~decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally~~officers, ~~the~~advisors outbreak of COVID-19 may negatively impact businesses we may seek to acquire. 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 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~~their ~~previously~~affiliates ~~released~~were to uspurchase to fund our working capital requirements (subject to an aggregate limit of $3,000,000), less taxes payable and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding public shares, ~~which~~from ~~redemption will completely extinguish~~ public shareholders~~’ rights as shareholders (including the right to receive further liquidation distributions~~, ifthey ~~any)~~would ~~and~~do ~~(iii) as~~so ~~promptly~~at asa ~~reasonably~~price ~~possible~~no ~~following~~higher such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ~~ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on~~ the ~~redemption~~price ofoffered ~~their~~through ~~shares, and~~ our ~~warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share~~ redemption ~~amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.~~ process;

11• our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not be voted in favor of approving the business combination transaction;

~~Table~~• ofour ~~Contents~~Sponsor, initial shareholders, directors, officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

If13 we seek shareholder approval of our initial business combination, our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.

If• we ~~seek~~would ~~shareholder~~disclose ~~approval of our initial business combination and we do not conduct redemptions~~ in ~~connection~~a ~~with~~Form ~~our initial business combination pursuant to the tender offer rules~~8-K, before our ~~Sponsor,~~security ~~directors,~~holder ~~officers,~~meeting ~~advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior~~ to orapprove ~~following~~ the ~~completion 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~~transaction, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the ~~funds~~following inmaterial the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. items:

In• the event that our 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 ~~initial~~securities ~~business~~purchased ~~combination,~~outside ~~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~~redemption ofoffer ~~public~~by ~~warrants outstanding or to vote such warrants on any matters submitted to the warrantholders for approval in connection with~~ our ~~initial~~Sponsor, ~~business combination. Any such purchases of our securities may result in the completion of our~~ initial ~~business~~shareholders, ~~combination~~directors, ~~that~~officers, ~~may~~advisors ~~not otherwise have been possible. Any such purchases will be reported pursuant to Section 13~~ and ~~Section 16~~their ofaffiliates, ~~the~~along ~~Exchange~~with ~~Act to~~ the ~~extent~~purchase ~~such purchasers are subject to such reporting requirements.~~ price;

In• ~~addition, if such purchases are made,~~ the ~~public~~purpose ~~“float”~~ of ~~our Class A ordinary shares or public warrants and~~ the ~~number~~purchases ofby ~~beneficial holders of~~ our ~~securities~~Sponsor, ~~may~~initial beshareholders, ~~reduced~~directors, ~~possibly making it difficult to obtain or maintain the quotation~~officers, ~~listing~~advisors orand ~~trading~~their ~~of our securities on a national securities exchange.~~ affiliates;

If• athe ~~shareholder~~impact, ~~fails~~if toany, ~~receive notice~~ of ~~our~~the ~~offer~~purchases toby ~~redeem~~ our ~~public~~Sponsor, ~~shares in connection with our~~ initial ~~business~~shareholders, ~~combination~~directors, orofficers, ~~fails~~advisors toand ~~comply~~their ~~with~~affiliates on the ~~procedures~~likelihood ~~for~~that ~~submitting~~the orbusiness ~~tendering~~combination ~~its~~transaction ~~shares,~~will ~~such shares may not~~ be ~~redeemed.~~ approved;

We• ~~will comply with~~ the ~~proxy~~identities ~~rules~~of ~~or tender offer rules, as applicable, when conducting redemptions in connection with~~ our ~~initial~~security ~~business~~holders ~~combination.~~who ~~Despite~~sold ~~our compliance with these rules, if a shareholder fails~~ to ~~receive~~ our ~~proxy materials or tender offer documents~~Sponsor, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, 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 tender or submit public shares for redemption. For example, we intend to require our public~~ shareholders ~~seeking to exercise their redemption rights~~, ~~whether they are record holders or hold their shares in “street name~~directors,” toofficers, atadvisors ~~the~~and ~~holder’s option, either deliver~~ their ~~share~~affiliates ~~certificates~~(if tonot ~~our~~purchased ~~transfer~~on ~~agent, or to deliver their shares to our transfer agent electronically prior to~~ the ~~date~~open ~~set~~market) ~~forth in the proxy materials~~ or ~~tender offer documents, as applicable. In~~ the ~~case~~nature of ~~proxy~~our ~~materials,~~security ~~this~~holders ~~date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination~~(e. ~~In addition~~g., if5% wesecurity ~~conduct~~holders) ~~redemptions~~who insold ~~connection with a shareholder vote, we intend~~ to ~~require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to~~ our ~~transfer~~Sponsor, ~~agent~~initial ~~two~~shareholders, business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materialsdirectors, ~~as applicable~~officers, ~~its~~advisors ~~shares~~and ~~may~~their ~~not~~affiliates; ~~be redeemed.~~ and

~~You~~• ~~will~~the ~~not~~number beof ~~entitled~~our tosecurities ~~protections~~for ~~normally~~which ~~afforded~~we tohave ~~investors~~received ofredemption ~~many~~requests ~~other~~pursuant ~~blank~~to ~~check~~our ~~companies.~~redemption offer.

~~Since~~Any ~~the~~such ~~net~~purchases ~~proceeds~~will ofbe ~~the~~reported ~~initial~~pursuant ~~public~~to ~~offering~~Section 13 and ~~the~~Section 16 ~~sale~~ of the ~~private~~Exchange ~~placement~~Act ~~warrants~~to ~~are~~the ~~intended~~extent tosuch bepurchasers ~~used~~are subject to ~~complete~~such ~~one~~reporting orrequirements ~~more~~and ~~initial~~may ~~business~~include ~~combinations with~~ a ~~target~~contractual ~~business~~acknowledgment ~~or businesses~~ that ~~have~~such ~~not been selected~~shareholder, ~~our~~although ~~company~~still ~~may~~the berecord ~~deemed~~holder toof beour ashares ~~“blank~~is ~~check”~~no ~~company~~longer ~~under~~ the ~~United~~beneficial ~~States~~owner ~~securities~~thereof ~~laws.~~and ~~However,~~therefore ~~because~~agrees wenot ~~will~~to ~~have~~exercise ~~net~~its ~~tangible~~redemption ~~assets~~rights. inNone ~~excess~~ of ~~$5 million upon~~ the ~~completion~~funds ofheld ~~the~~in ~~initial public offering and~~ the ~~sale~~Trust ofAccount ~~the private placement warrants and~~ will ~~file~~be aused ~~Current~~to ~~Report~~purchase onshares ~~Form~~or ~~8-K~~public ~~including~~warrants ~~an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors~~ in ~~blank~~such ~~check~~transactions. ~~companies,~~If such aspurchases ~~Rule~~are ~~419. Accordingly~~made, ~~investors will not be afforded~~ the ~~benefits~~public or“float” ~~protections~~ of ~~those rules. Among other things, this means~~ our ~~units~~securities ~~will~~may be ~~immediately~~reduced ~~tradable~~ and wethe ~~will~~number ~~have~~of abeneficial ~~longer~~holders ~~period~~ of ~~time to complete~~ our ~~respective~~securities ~~initial~~may ~~business~~be ~~combinations than do companies subject to Rule 419. Moreover~~reduced, ifwhich ~~the~~may ~~initial~~make ~~public~~it ~~offering~~difficult ~~were subject~~ to ~~Rule~~maintain ~~419,~~or ~~that~~obtain ~~rule would prohibit~~ the ~~release~~quotation, oflisting ~~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~~ or intrading ~~connection~~of ~~with~~ our ~~completion~~securities ofon ana ~~initial~~national ~~business~~securities ~~combination~~exchange.

12Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our Sponsor, initial shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

~~Table~~The purpose of ~~Contents~~any such transactions could be to increase the likelihood of obtaining shareholder approval of the business combination, or satisfy a closing condition in an agreement with a target, including the Business Combination Agreement, that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination where it appears that such requirement would otherwise not be met. Any such transactions may result in the completion of our initial business combination that may not otherwise have been possible.

If wea ~~seek~~ shareholder ~~approval~~fails ofto ~~our~~receive ~~initial~~notice ~~business~~of ~~combination~~our ~~and~~offer weto doredeem ~~not~~our ~~conduct~~public ~~redemptions~~shares ~~pursuant~~in toconnection ~~the~~with ~~tender~~our ~~offer~~initial ~~rules~~business combination, ~~and if you~~ or afails ~~“group” of shareholders are deemed~~ to ~~hold~~comply inwith ~~excess~~the ofprocedures ~~15%~~for ofsubmitting ~~our~~or ~~Class A~~tendering ~~ordinary~~its shares, ~~you will lose the ability to redeem all~~ such shares inmay ~~excess~~not ofbe ~~15% of our Class A ordinary shares~~redeemed.

IfWe wewill ~~seek~~comply ~~shareholder~~with ~~approval~~the ofproxy ~~our~~rules ~~initial~~or ~~business~~tender ~~combination~~offer ~~and~~rules, weas doapplicable, ~~not~~when ~~conduct~~conducting redemptions in connection with our initial business combination. ~~pursuant~~Despite toour ~~the~~compliance ~~tender~~with ~~offer~~these rules, ~~our~~if ~~amended~~a ~~and~~shareholder ~~restated~~fails ~~memorandum~~to ~~and~~receive ~~articles~~our ofproxy ~~association~~materials ~~provide~~or ~~that~~tender aoffer ~~public shareholder~~documents, ~~together~~as ~~with~~applicable, ~~any~~such ~~affiliate~~shareholder ofmay ~~such~~not ~~shareholder~~become oraware ~~any~~of ~~other~~the ~~person~~opportunity ~~with~~to ~~whom~~redeem ~~such~~its ~~shareholder~~shares. isIn ~~acting~~addition, inproxy ~~concert~~materials or astender aoffer ~~“group”~~documents, (as ~~defined~~applicable, ~~under~~that ~~Section 13~~we ofwill ~~the~~furnish ~~Exchange~~to ~~Act),~~holders ~~will~~of beour ~~restricted~~public ~~from~~shares ~~redeeming~~in ~~its~~connection ~~shares~~ with ~~respect~~our toinitial ~~more~~business ~~than~~combination anwill ~~aggregate~~describe ~~of 15% of~~ the ~~shares~~various ~~sold~~procedures inthat ~~the~~must ~~initial~~be ~~public~~complied ~~offering,~~with ~~which~~in weorder ~~refer~~ to asvalidly ~~the~~tender ~~“Excess~~or ~~Shares,”~~submit ~~without~~public ~~our~~shares ~~prior~~for ~~consent~~redemption. ~~However~~For example, we ~~would~~intend ~~not~~to berequire ~~restricting~~ our public shareholders’ ~~ability~~seeking to ~~vote~~exercise ~~all~~their ofredemption ~~their~~rights, ~~shares~~whether ~~(including~~they ~~Excess~~are ~~Shares)~~record ~~for~~holders or ~~against~~hold ~~our~~their ~~initial~~shares ~~business~~in ~~combination.~~“street ~~Your~~name,” ~~inability~~ to, ~~redeem~~at the ~~Excess~~holder’s ~~Shares~~option, ~~will~~either ~~reduce~~deliver ~~your~~their ~~influence~~share ~~over~~certificates to our ~~ability~~transfer agent, or to ~~complete~~deliver their shares to our ~~initial~~transfer ~~business~~agent ~~combination~~electronically ~~and~~prior ~~you~~to ~~could~~the ~~suffer~~date aset ~~material~~forth ~~loss~~in onthe ~~your~~proxy ~~investment~~materials inor ustender ifoffer ~~you~~documents, ~~sell~~as ~~Excess~~applicable. ~~Shares~~In inthe ~~open~~case ~~market~~of ~~transactions.~~proxy ~~Additionally~~materials, ~~you~~this ~~will~~date ~~not~~may ~~receive~~be ~~redemption~~up ~~distributions~~to ~~with~~two ~~respect~~business days prior to the ~~Excess~~scheduled ~~Shares~~vote ifon wethe ~~complete~~proposal ~~our~~to approve the initial business combination. ~~And~~In asaddition, if we conduct redemptions in connection with a ~~result~~shareholder vote, ~~you~~we ~~will~~intend ~~continue~~ to ~~hold~~require ~~that~~a ~~number~~public shareholder seeking redemption of its public shares ~~exceeding~~to ~~15%~~also ~~and,~~submit ina ~~order~~written request for redemption to ~~dispose~~our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares, ~~would~~is beincluded. ~~required~~In the event that a shareholder fails to ~~sell~~comply ~~your~~with ~~shares~~these or any other procedures disclosed in ~~open~~the ~~market~~proxy ~~transactions~~or tender offer materials, ~~potentially~~as atapplicable, aits ~~loss~~shares may not be redeemed.

~~Because~~You ofwill ~~our~~not ~~limited resources and the significant competition for business combination opportunities, it may~~ be ~~more~~entitled ~~difficult for us~~ to ~~complete~~protections ~~our~~normally ~~initial~~afforded ~~business~~to ~~combination.~~investors If we have not consummated our initial business combination within the completion window, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of ~~our~~many ~~trust~~other ~~account,~~blank ~~and~~check ~~our warrants will expire worthless~~companies.

WeSince expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours 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 the initial public offering and the sale of the private placement warrants, ~~our~~are ~~ability~~intended to ~~compete with respect to the acquisition of certain target businesses that are sizable will~~ be ~~limited~~used ~~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~~complete ~~holders~~one ofor ~~our~~more ~~public shares the right to redeem their shares for cash at the time of our~~ initial business ~~combination~~combinations ~~in conjunction~~ with a ~~shareholder~~target ~~vote~~business or ~~via~~businesses ~~a tender offer. Target companies will be aware~~ that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not ~~consummated~~been ~~our initial business combination within the completion window~~selected, ~~our~~we ~~public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.~~

If14 the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate 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 our ability to complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates or our management team to fund our search and to complete our initial business combination.

Of may ~~the~~be ~~net~~deemed ~~proceeds~~to ~~of the initial public offering and the sale of the private placement warrants, only $1,850,000 will~~ be ~~available~~a to“blank uscheck” ~~initially~~company ~~outside~~under the ~~trust~~United ~~account~~States tosecurities ~~fund our working capital requirements~~laws. ~~We believe that~~However, ~~upon~~we ~~the~~are ~~closing~~exempt offrom ~~the~~rules ~~initial~~promulgated ~~public~~by ~~offering,~~ the ~~funds~~SEC ~~available~~ to usprotect ~~outside~~investors ofin ~~the~~blank ~~trust~~check ~~account~~companies, ~~together~~such ~~with~~as ~~funds~~Rule 419. ~~available from loans from our Sponsor~~Accordingly, ~~its~~investors ~~affiliates or our management team~~ will not be ~~sufficient~~afforded ~~to allow us to operate for at least~~ the ~~duration~~benefits ~~of the completion window; however, we cannot assure you that our estimate is accurate, and our Sponsor, its affiliates~~ or ~~our~~protections ~~management~~of ~~team~~those ~~are under no obligation to advance funds to us in such circumstances~~rules. OfAmong ~~the~~other ~~funds~~things, ~~available~~this tomeans ~~us,~~ we ~~could~~will ~~use~~have a ~~portion~~longer period of ~~the~~time ~~funds available~~ to uscomplete ~~to pay fees to consultants to assist us with~~ our ~~search~~initial ~~for a target~~ business. Wecombinations ~~could~~than ~~also~~do use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies orsubject ~~investors on terms more favorable~~ to ~~such~~Rule 419. ~~target businesses) with respect to a particular proposed business combination~~Moreover, ~~although~~if wethe doinitial ~~not~~public ~~have~~offering ~~any~~were ~~current~~subject ~~intention~~ to doRule 419, ~~so.~~that Ifrule wewould ~~entered~~prohibit ~~into~~the arelease ~~letter~~ of ~~intent~~any orinterest ~~merger~~earned ~~agreement~~on ~~where~~funds weheld ~~paid~~in ~~for~~ the ~~right~~Trust Account to ~~receive~~us ~~exclusivity~~unless ~~from a target business~~ and ~~were~~until ~~subsequently~~the ~~required to forfeit such~~ funds ~~(whether~~in asthe aTrust ~~result~~Account ofwere ~~our~~released ~~breach or otherwise), we might not have sufficient funds~~ to ~~continue~~us ~~searching for,~~ or ~~conduct~~in ~~due~~connection ~~diligence~~ with ~~respect~~our ~~to,~~completion aof ~~target~~an initial business combination.

13If 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.

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

IfBecause ~~third~~of ~~parties~~our ~~bring~~limited ~~claims~~resources ~~against~~and ~~us,~~ the ~~proceeds~~significant ~~held~~competition infor ~~the~~business ~~trust~~combination ~~account~~opportunities, ~~could~~it may be ~~reduced~~more ~~and~~difficult ~~the~~for ~~per-share~~us ~~redemption~~to ~~amount~~complete ~~received~~our byinitial business combination. If we have not consummated our initial business combination within the completion window, our public shareholders may bereceive ~~less~~only ~~than~~approximately $10.0060 per public share, or less in certain circumstances, on the liquidation of our Trust Account, and our warrants will expire worthless.

~~Our~~We ~~placing~~expect ofto ~~funds~~encounter incompetition ~~the~~from ~~trust~~other ~~account~~entities ~~may~~having ~~not~~a ~~protect~~business ~~those~~objective ~~funds~~similar ~~from~~to ~~third~~ours, ~~party~~including ~~claims~~private ~~against~~investors ~~us.~~(which ~~Although~~may webe ~~will~~individuals ~~seek~~or toinvestment ~~have~~partnerships), ~~all~~other ~~vendors~~blank check companies and other entities, ~~service~~domestic ~~providers~~and international, ~~prospective~~competing ~~target~~for the types of businesses ~~and~~we ~~other~~intend ~~entities~~to ~~with~~acquire. ~~which~~Many weof dothese ~~business~~individuals ~~execute~~and ~~agreements~~entities ~~with~~are uswell-established ~~waiving~~and ~~any~~have ~~right,~~extensive ~~title~~experience in identifying and effecting, ~~interest~~directly or ~~claim~~indirectly, acquisitions of ~~any~~companies ~~kind~~operating in or toproviding ~~any~~services ~~monies~~to ~~held~~various inindustries. ~~the~~Many ~~trust~~of ~~account~~these ~~for~~competitors ~~the~~possess ~~benefit~~similar ofor ~~our~~greater ~~public shareholders~~technical, ~~such~~human ~~parties~~and ~~may~~other ~~not~~resources ~~execute~~to ~~such~~ours ~~agreements,~~ or ~~even~~more iflocal ~~they~~industry ~~execute~~knowledge ~~such~~than ~~agreements~~we ~~they~~do ~~may~~and ~~not~~our befinancial ~~prevented~~resources ~~from~~will ~~bringing~~be ~~claims~~relatively ~~against~~limited ~~the~~when ~~trust~~contrasted ~~account,~~with ~~including,~~those ~~but~~of ~~not~~many ~~limited~~of ~~to,~~these ~~fraudulent~~competitors. ~~inducement,~~While ~~breach~~we ofbelieve ~~fiduciary~~there ~~responsibility~~are ornumerous other ~~similar~~target ~~claims,~~businesses aswe ~~well~~could aspotentially ~~claims~~acquire ~~challenging~~with the ~~enforceability~~net proceeds of the ~~waiver,~~initial inpublic ~~each~~offering ~~case~~and inthe ~~order~~sale toof ~~gain~~the ~~advantage~~private placement warrants if the Business Combination does not close, our ability to compete with respect to athe ~~claim~~acquisition ~~against~~of certain target businesses that are sizable will be limited by our ~~assets,~~available ~~including~~financial ~~the~~resources. ~~funds~~This ~~held~~inherent competitive limitation gives others an advantage in pursuing the ~~trust~~acquisition ~~account.~~of Ifcertain ~~any~~other ~~third~~target ~~party~~businesses. ~~refuses~~Furthermore, we are obligated to ~~execute~~offer anholders ~~agreement~~of ~~waiving~~our ~~such~~public ~~claims~~shares the right to ~~the~~redeem ~~monies~~their ~~held~~shares infor cash at the ~~trust~~time ~~account,~~of our ~~management~~initial ~~will~~business ~~consider~~combination ~~whether~~in ~~competitive~~conjunction ~~alternatives~~with ~~are~~a ~~reasonably~~shareholder ~~available~~vote toor usvia ~~and~~a tender offer. Potential target companies will ~~only~~be ~~enter~~aware ~~into~~that anthis ~~agreement~~may ~~with~~reduce ~~such~~the ~~third~~resources ~~party~~available ifto ~~management~~us ~~believes~~for ~~that~~our ~~such~~initial ~~third~~business ~~party’s~~combination. ~~engagement~~Any ~~would~~of bethese obligations may place us at a competitive disadvantage in ~~the~~successfully ~~best~~negotiating ~~interests~~an ofalternative ~~the~~initial ~~company~~business ~~under~~combination, ~~the~~if ~~circumstances~~needed. ~~WithumSmith+Brown,~~If ~~PC,~~we have not consummated our ~~independent~~initial ~~registered~~business ~~public~~combination ~~accounting~~within ~~firm,~~the completion window and we do not further extend such date with the ~~underwriters~~approval of ~~the~~our ~~initial~~shareholders, our public ~~offering~~shareholders ~~will~~may ~~not~~receive ~~execute~~only ~~agreements~~approximately ~~with~~$10.60 usper ~~waiving~~public ~~such~~share, ~~claims~~which tois ~~the~~estimated ~~monies~~as ~~held~~of December 31, 2023, or less in certain circumstances, on the ~~trust~~liquidation ~~account~~of our Trust Account, and our warrants will expire worthless.

~~Examples~~If ~~of possible instances where we may engage a third party that refuses to execute a waiver include~~ the ~~engagement~~net ofproceeds ~~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~~initial aspublic aoffering ~~result of, or arising out of, any negotiations, contracts or agreements with us~~ and ~~will not seek recourse against~~ the ~~trust~~sale ~~account for any reason. Upon redemption~~ of ~~our public shares, if we are unable to complete our initial business combination within~~ the ~~prescribed~~private ~~timeframe,~~placement orwarrants ~~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~~being 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 $10.00 per public share initially held in the ~~trust~~Trust ~~account,~~Account ~~due~~are toinsufficient ~~claims of such creditors. Pursuant~~ to ~~the~~allow ~~letter agreement the form of which is filed as an exhibit to this Form 10-K, our Sponsor has agreed that it will be liable to~~ us ~~if and~~ to ~~the~~operate ~~extent any claims by a third party~~ for ~~services~~at ~~rendered~~least 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~~duration of ~~funds in~~ the ~~trust~~completion ~~account~~window, toit ~~below~~could ~~the~~limit ~~lesser of (i) $10.00 per public share and (ii)~~ the ~~actual~~ amount ~~per~~available ~~public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due~~ to ~~reductions~~fund inour ~~the~~search ~~value~~for ~~of the trust assets, less taxes payable, provided that such liability will not apply to any claims by~~ a ~~third party or prospective~~ target business ~~who~~or ~~executed~~businesses ~~a waiver of any~~ and ~~all~~our ~~rights~~ability to ~~the~~complete ~~monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under~~ our ~~indemnity of the underwriters of the~~ initial ~~public~~business ~~offering against certain liabilities~~combination, ~~including~~and ~~liabilities~~we ~~under~~will ~~the~~depend ~~Securities~~on ~~Act.~~loans ~~However,~~from ~~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~~affiliates ~~obligations~~or ~~and we believe that~~ our ~~Sponsor’s~~management ~~only~~team ~~assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able~~ to ~~satisfy~~fund ~~those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for~~ our ~~initial~~search ~~business combination~~ and ~~redemptions could be reduced~~ to ~~less than $10.00 per public share. In such event, we may not be able to~~ complete 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.~~

~~Our~~$999,152 ~~directors~~was ~~may~~available ~~decide not~~ to ~~enforce~~us outside the ~~indemnification~~Trust ~~obligations~~Account as of December 31, 2023, to fund our working capital requirements. While we believe that such funds, together with funds available from loans from our Sponsor, ~~resulting~~its inaffiliates aor ~~reduction~~our inmanagement team will be sufficient to allow us to operate for at least the ~~amount~~duration of the completion window; we cannot assure you that our estimate is accurate, and our Sponsor, its affiliates or our management team are under no obligation to advance funds to us in such circumstances. If the ~~trust~~Business ~~account~~Combination does not close, we may use a portion of the funds available ~~for~~to ~~distribution~~us to pay fees to consultants to assist us with our ~~public~~search ~~shareholders~~for an alternative target business. We could also use a portion of the funds as a

In15 the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy his obligations or that he 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, 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. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.

14 down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to an alternative target business, although we do not have any current obligation or intention to do so. If we enter into a letter of intent or merger agreement for an alternative transaction where we pay for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

~~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 $10.00 per public share.

~~The~~Our ~~securities~~placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we ~~invested~~do ~~the~~business ~~proceeds~~execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the ~~trust~~Trust ~~account~~Account ~~could~~for ~~bear~~the abenefit ~~negative~~of ~~rate~~our ofpublic ~~interest~~shareholders, ~~which~~such ~~could~~parties ~~reduce~~may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the ~~interest~~Trust ~~income~~Account, ~~available~~including, ~~for~~but ~~payment~~not limited to, fraudulent inducement, breach of ~~taxes~~fiduciary responsibility or ~~reduce~~other similar claims, as well as claims challenging the ~~value~~enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in ~~trust~~the Trust Account. If any third party refuses to execute an agreement waiving such ~~that~~claims to the ~~per~~monies ~~share~~held ~~redemption~~in ~~amount~~the ~~received~~Trust byAccount, ~~shareholders~~our ~~may~~management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be ~~less~~in ~~than~~the ~~$10~~best interests of the company under the circumstances.00 ~~per~~WithumSmith+Brown, ~~share~~PC, our independent registered public accounting firm, and the underwriters of the initial public offering will not execute agreements with us waiving such claims to the monies held in the Trust Account.

~~The~~Examples ~~net~~of ~~proceeds~~possible ofinstances ~~the~~where ~~initial~~we ~~public~~may ~~offering~~engage ~~and~~a ~~certain~~third ~~proceeds~~party ~~from~~that refuses to execute a waiver include the ~~sale~~engagement of ~~the~~a ~~private~~third ~~placement~~party ~~warrants,~~consultant inwhose ~~the~~particular ~~amount~~expertise ofor ~~$750,000,000,~~skills are ~~held~~believed inby anmanagement ~~interest-bearing~~to ~~trust~~be ~~account.~~significantly ~~The~~superior ~~proceeds~~to ~~held~~those inof ~~the~~other ~~trust~~consultants ~~account~~that ~~may~~would ~~only~~agree beto ~~invested~~execute a waiver or in ~~direct~~cases ~~U.S. Treasury~~where ~~obligations~~management ~~having~~is unable to find a ~~maturity~~service ofprovider ~~185 days~~willing orto ~~less~~execute a waiver. In addition, orthere inis ~~certain~~no ~~money~~guarantee ~~market~~that ~~funds~~such ~~which~~entities ~~invest~~will ~~only~~agree into ~~direct~~waive ~~U.S. Treasury~~any ~~obligations.~~claims ~~While~~they ~~short-term~~may ~~U.S. Treasury~~have ~~obligations~~in ~~currently~~the ~~yield~~future as a ~~positive~~result ~~rate~~of, or arising out of, ~~interest~~any negotiations, ~~they~~contracts ~~have~~or ~~briefly~~agreements ~~yielded~~with ~~negative~~us ~~interest~~and ~~rates~~will innot ~~recent~~seek ~~years~~recourse against the Trust Account for any reason. ~~Central~~Upon ~~banks~~redemption inof ~~Europe~~our ~~and~~public ~~Japan~~shares, ~~pursued~~if ~~interest~~we ~~rates~~are ~~below~~unable ~~zero~~to incomplete ~~recent~~our ~~years~~initial business combination within the prescribed timeframe, ~~and~~or upon the ~~Open~~exercise ~~Market~~of ~~Committee~~a redemption right in connection with our initial business combination, we will be required to provide for payment of ~~the~~claims ~~Federal~~of ~~Reserve~~creditors ~~has~~that were not ~~ruled~~waived ~~out~~that may be brought against us within the ~~possibility~~10 ~~that~~years itfollowing ~~may~~redemption. inAccordingly, the ~~future~~per-share ~~adopt~~redemption ~~similar~~amount ~~policies~~received by public shareholders could be less than the $10.00 per public share initially held in the ~~United~~Trust ~~States~~Account, due to claims of such creditors. InPursuant to the ~~event~~Letter Agreement the form of ~~very~~which ~~low~~is orfiled ~~negative~~as ~~yields~~an exhibit to this Form 10-K, ~~the~~our ~~amount~~Sponsor ofhas ~~interest~~agreed ~~income~~that ~~would~~it will be ~~reduced.~~liable Asto ~~described~~us ~~herein~~if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we ~~will~~have beentered ~~required~~into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in ~~certain~~the ~~circumstances~~Trust Account to ~~redeem~~below ~~our~~the lesser of (i) $10.00 per public ~~shares~~share ~~for~~and ~~their~~(ii) the ~~pro-rata~~actual amount per public share held in the Trust Account as of the ~~proceeds~~date ~~held~~of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust ~~account~~assets, ~~plus~~less taxes payable, provided that such liability will not apply to any ~~interest~~claims ~~income~~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 (~~less~~whether ~~permitted~~or ~~withdrawals~~not such waiver is enforceable). Ifnor will it apply to any claims under our indemnity of the ~~balance~~underwriters of the ~~trust~~initial ~~account~~public isoffering ~~reduced~~against ~~below~~certain ~~$750~~liabilities,~~000~~ including liabilities under the Securities Act of 1933,~~000~~ as aamended ~~result~~(the of“Securities ~~negative~~Act”). ~~interest~~However, ~~rates~~we have not asked our Sponsor to reserve for such indemnification obligations, ~~the~~nor ~~amount~~have ofwe independently verified whether our Sponsor has sufficient funds into 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~~Trust ~~account~~Account, the funds available for ~~distribution~~our toinitial ~~our~~business ~~public~~combination ~~shareholders~~and ~~may~~redemptions could be reduced ~~below~~to less than $10.00 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.

~~If,~~Our ~~after~~directors wemay ~~distribute~~decide ~~the~~not ~~proceeds~~to inenforce the ~~trust~~indemnification ~~account~~obligations toof our ~~public shareholders~~Sponsor, weresulting ~~file~~in a ~~bankruptcy~~reduction orin ~~winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and~~ the ~~members~~amount of ~~our~~funds ~~board~~in ofthe ~~directors~~Trust ~~may~~Account beavailable ~~viewed~~for asdistribution ~~having breached their fiduciary duties~~ to our ~~creditors,~~public ~~thereby exposing the members of our board of directors and us to claims of punitive damages~~shareholders.

~~If,~~In ~~after~~the weevent ~~distribute~~that the proceeds in the ~~trust~~Trust ~~account~~Account toare ~~our~~reduced ~~public~~below ~~shareholders,~~the welesser ~~file~~of a(i) ~~bankruptcy~~$10.00 orper ~~winding-up~~public ~~petition~~share orand an(ii) the ~~involuntary~~actual ~~bankruptcy~~amount orper ~~winding-up~~public ~~petition~~share isheld ~~filed~~in ~~against~~the usTrust ~~that~~Account isas ~~not~~of ~~dismissed,~~the ~~any~~date ~~distributions~~of ~~received~~the byliquidation ~~shareholders~~of ~~could~~the beTrust ~~viewed~~Account ~~under~~if ~~applicable~~less ~~debtor/creditor~~than ~~and/or~~$10.00 ~~bankruptcy~~per orpublic ~~insolvency~~share ~~laws~~due asto ~~either~~reductions ain ~~“preferential~~the ~~transfer”~~value orof athe ~~“fraudulent~~trust ~~conveyance.”~~assets, Asin aeach ~~result~~case less taxes payable, aand ~~bankruptcy~~our orSponsor ~~insolvency~~asserts ~~court~~that ~~could~~it ~~seek~~is unable to ~~recover~~satisfy ~~some~~his obligations or ~~all~~that ~~amounts~~he ~~received~~has byno ~~our~~indemnification ~~shareholders.~~obligations Inrelated ~~addition~~to a particular claim, our ~~board~~independent of directors ~~may~~would bedetermine ~~viewed~~whether asto ~~having~~take ~~breached~~legal ~~its~~action ~~fiduciary~~against ~~duty~~our Sponsor to ~~our~~enforce ~~creditors~~its ~~and/or~~indemnification ~~having~~obligations. ~~acted~~While inwe ~~bad~~currently ~~faith,~~expect ~~thereby~~that ~~exposing~~our ~~itself~~independent ~~and~~directors uswould totake ~~claims~~legal ofaction ~~punitive~~on ~~damages,~~our bybehalf ~~paying~~against ~~public~~our ~~shareholders~~Sponsor ~~from~~to ~~the~~enforce ~~trust~~its ~~account~~indemnification ~~prior~~obligations to ~~addressing~~us, ~~the~~it ~~claims~~is ofpossible ~~creditors.~~that our independent directors in exercising their

~~If,~~16 before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

~~If,~~ business ~~before~~judgment ~~distributing~~and ~~the~~subject ~~proceeds~~to intheir ~~the~~fiduciary ~~trust~~duties ~~account~~may tochoose ~~our~~not ~~public~~to ~~shareholders,~~do weso ~~file~~in aany ~~bankruptcy~~particular orinstance ~~winding-up~~if, ~~petition~~for orexample, anthe ~~involuntary~~cost ~~bankruptcy~~of orsuch ~~winding-up~~legal ~~petition~~action is ~~filed~~deemed ~~against~~by usthe ~~that~~independent isdirectors ~~not~~to ~~dismissed,~~be ~~the~~too ~~proceeds~~high ~~held~~relative into the ~~trust~~amount ~~account~~recoverable ~~could~~or beif ~~subject~~the toindependent ~~applicable~~directors ~~bankruptcy~~determine orthat ~~insolvency~~a ~~law,~~favorable ~~and~~outcome ~~may~~is benot ~~included~~likely. inIf our ~~bankruptcy~~independent ~~estate~~directors ~~and~~choose ~~subject~~not to ~~the~~enforce ~~claims~~these ofindemnification ~~third~~obligations, ~~parties with priority over~~ the ~~claims~~amount of ~~our~~funds ~~shareholders.~~in To the ~~extent~~Trust ~~any~~Account ~~bankruptcy~~available ~~claims~~for ~~deplete~~distribution ~~the~~to ~~trust~~our ~~account,~~public ~~the~~shareholders ~~per-share~~may ~~amount that would otherwise~~ be ~~received~~reduced bybelow ~~our~~$10.00 ~~shareholders~~per inpublic ~~connection with our liquidation may be reduced~~share.

IfThe wesecurities ~~are~~in ~~deemed~~which towe beinvested anthe ~~investment~~proceeds ~~company~~held ~~under~~in the ~~Investment~~Trust ~~Company~~Account ~~Act~~could bear a negative rate of interest, wewhich ~~may~~could bereduce ~~required~~the tointerest ~~institute~~income ~~burdensome~~available ~~compliance~~for ~~requirements~~payment ~~and~~of ~~our~~taxes ~~activities~~or ~~may~~reduce bethe ~~restricted,~~value ~~which~~of ~~may~~the ~~make~~assets itheld ~~difficult~~in ~~for~~trust ussuch tothat ~~complete~~the ~~our~~per ~~initial~~share ~~business~~redemption ~~combination~~amount received by shareholders may be less than $10.00 per share.

IfThe net proceeds of the initial public offering and certain proceeds from the sale of the private placement warrants, in the amount of $750,000,000, have been held in an interest-bearing Trust Account. The proceeds held in the Trust Account have been invested in direct U.S. Treasury obligations having a maturity of 185 days or less, or in certain money market funds which invest only in direct U.S. Treasury obligations. While short-term U.S. 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 of very low or negative yields, the amount of interest income would be reduced. As described herein, we ~~are~~will ~~deemed~~be required in certain circumstances to beredeem anour ~~investment~~public ~~company~~shares ~~under~~for their pro-rata share of the ~~Investment~~proceeds ~~Company~~held ~~Act~~in the Trust Account, plus any interest income (less permitted withdrawals). If the balance of the Trust Account is reduced below $750,000,000 as a result of negative interest rates, the amount of funds in the Trust Account available for distribution to our ~~activities~~public shareholders may be ~~restricted,~~reduced ~~including:~~below $10.00 per public share.

•If, ~~restrictions~~after onwe distribute the ~~nature~~proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our ~~investments;~~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, ~~restrictions~~after onwe distribute the ~~issuance~~proceeds ofin ~~securities~~the Trust Account to our public shareholders, ~~each~~we offile ~~which~~a ~~may~~bankruptcy ~~make~~or itwinding-up ~~difficult~~petition ~~for~~or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to ~~complete~~recover ~~our~~some ~~initial~~or ~~business~~all ~~combination~~amounts received by our shareholders. In addition, weour board of directors may ~~have~~be ~~imposed~~viewed ~~upon~~as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us ~~burdensome~~to ~~requirements~~claims of punitive damages, ~~including:~~by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

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

•If, ~~adoption~~before ofdistributing the proceeds in the Trust Account to our public shareholders, we file a ~~specific~~bankruptcy ~~form~~or ofwinding-up ~~corporate~~petition ~~structure;~~or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

•If ~~reporting,~~we ~~record~~are ~~keeping,~~deemed ~~voting~~to be an investment company under the Investment Company Act, ~~proxy~~we ~~and~~may ~~disclosure~~be required to institute burdensome compliance requirements and ~~other~~our ~~rules~~activities ~~and~~may ~~regulations~~be restricted, which may make it difficult for us to complete our initial business combination or force us to abandon our efforts to complete an initial business combination, including the Business Combination.

InIf ~~order~~we ~~not~~are deemed 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 domay ~~not~~be ~~include investing~~restricted, ~~reinvesting,~~including: 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.

15• restrictions on the nature of our investments; and

~~Table~~• restrictions on the issuance of ~~Contents~~securities, each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:

We• doregistration ~~not~~as believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The initial public offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we have not consummated our initial business combination within the completion window, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

If• weadoption ~~are deemed to be an investment company for purposes~~ of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To mitigate the risk of that result, on or prior to the 24-month anniversary of the effective date of the registration statement relating to our Initial Public Offering, we may instruct Continental Stock Transfer & Trust Company to liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in cash. As a ~~result,~~specific ~~following~~form such change, we will likely receive minimal, if any, interest, on the funds held in the Trust Account, which would reduce the dollar amount that our public shareholders would have otherwise received upon any redemption or liquidation of ~~the~~corporate ~~Company~~structure; ~~if the assets in the Trust Account had remained in U.S. government securities or money market funds.~~ and

On17 March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”), relating, among other things, to circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the registration statement for its initial public offering. The company would then be required to complete its initial business combination no later than 24 months after the effective date of the registration statement for its initial public offering. We understand that the SEC has recently been taking informal positions regarding the Investment Company Act consistent with the SPAC Rule Proposals.

~~There~~• ~~is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC~~reporting, ~~including~~record ~~a company like ours~~keeping, ~~that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As indicated above~~voting, weproxy ~~completed our Initial Public Offering in January 10, 2022~~ and ~~have~~disclosure ~~operated~~requirements as a blank check company searching for a target business with which to consummate an initial business combination since such time (or approximately thirteen months after the effective date of our Initial Public Offering, as of the date of this Annual Report). If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and ~~instead~~other berules required to liquidate the Company. If we are required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and ~~warrants following such a transaction, and our warrants would expire worthless~~regulations.

~~The~~In ~~funds~~order innot the Trust Account have, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. As of December 31, 2022, amounts held in Trust Account included approximately $9,712,942 of accrued interest. To mitigate the risk of us being deemed to ~~have~~be ~~been~~regulated ~~operating~~ as an ~~unregistered~~ investment company under the Investment Company Act, weunless ~~may,~~it oncan orqualify ~~prior~~for toan ~~the 24-month anniversary of the effective date of the registration statement relating to our Initial Public Offering~~exclusion, ora ~~January 15,~~company ~~2024,~~must ~~instruct~~ensure ~~Continental~~that ~~Stock~~it ~~Transfer &~~is ~~Trust~~engaged ~~Company,~~primarily ~~the~~in ~~trustee~~a ~~with~~business ~~respect~~other tothan ~~the Trust Account~~investing, toreinvesting ~~liquidate the U.S. government treasury obligations~~ or ~~money~~trading ~~market~~of ~~funds~~securities ~~held in the Trust Account~~ and ~~thereafter~~that toits ~~hold~~activities ~~all~~do ~~funds~~not ininclude ~~the~~investing, ~~Trust~~reinvesting, ~~Account in cash (i.e.~~owning, inholding ~~one~~ or ~~more~~trading ~~bank~~“investment ~~accounts)~~securities” ~~until~~constituting ~~the~~more ~~earlier~~than of40% ~~the consummation~~ of ~~a business combination or~~ our ~~liquidation. Following such liquidation of the~~ assets in(exclusive our Trust Account, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would have otherwise received upon any redemption or liquidation of ~~the Company if the assets in the Trust Account had remained in~~ U.S. government securities orand ~~money~~cash ~~market~~items) ~~funds.~~on ~~This~~an ~~means~~unconsolidated ~~that the amount available for redemption will not increase in the future~~basis.

The SEC recently provided guidance that the determination of whether a special purpose acquisition company, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities, and “is a question of facts and circumstances” requiring individualized analysis. When applying these factors to us we do not believe that our principal activities will subject us to the Investment Company Act. To this end, the Company was formed for the purpose of completing an initial business combination with one or more businesses. Since our inception, our business has been and will continue to be focused on identifying and completing an initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations until January 2024, when, to mitigate the potential risk that we might be deemed to be an investment company for purposes of the Investment Company Act, the trustee liquidated such investments and moved the proceeds to an interest-bearing demand deposit account. Pursuant to the investment management trust agreement, dated as of January 5, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (as amended, the “Trust Agreement”), the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds in this manner, and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

~~Table~~If we were deemed to be an investment company for purposes of ~~Contents~~the Investment Company Act, we would need to register as such under the Investment Company Act and 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. We may also be forced to abandon our efforts to complete an initial business combination, including the Business Combination, and instead be required to liquidate the Trust Account. In which case, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and our warrants would expire worthless. For illustrative purposes, in connection with the liquidation of our Trust Account, our public shareholders may receive only approximately $10.60 per public share, which is based on estimates as of December 31, 2023, or less in certain circumstances, and our warrants would expire worthless.

InChanges addition, even prior to the 24-month anniversary of the effective date of the registration statement relating to our Initial Public Offering, we may be deemed to be an investment company. The longer that the funds in ~~the~~laws ~~Trust Account are held in short-term U.S. government securities~~ or ~~in money market funds invested exclusively in such securities~~regulations, ~~even~~or ~~prior to the 24-month anniversary, there is~~ a ~~greater~~failure ~~risk~~to ~~that~~comply wewith ~~may~~any belaws ~~considered~~and ~~an unregistered investment company~~regulations, ~~in which case we~~ may beadversely ~~required~~affect toour ~~liquidate. Accordingly~~business, weincluding ~~may determine, in~~ our ~~discretion,~~ability to ~~liquidate~~negotiate ~~the~~and ~~securities~~complete ~~held~~our ininitial ~~the~~business ~~Trust Account at any time~~combination, ~~even prior to the 24-month anniversary,~~ and ~~instead~~results ~~hold~~of ~~all funds in the Trust Account in cash~~operations, ~~which~~including ~~would further reduce~~ the ~~dollar~~Business ~~amount our public shareholders would receive upon any redemption or our liquidation~~Combination.

~~Changes~~We inare ~~laws~~subject orto rules and regulations by various national, orregional aand ~~failure~~local governing bodies, including, for example, the SEC, and to ~~comply~~new and evolving regulatory measures under applicable law. Compliance with, ~~any~~and monitoring of, applicable laws and regulations, may ~~adversely~~be ~~affect~~difficult, ~~our~~time ~~business,~~consuming ~~including~~and costly and our ~~ability~~efforts to ~~negotiate~~comply with such new and ~~complete~~evolving ~~our~~laws ~~initial~~and ~~business~~regulations ~~combination~~have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention. In addition, these changes could have a material adverse effect on our business, investments and results of operations.

WeMoreover, because these laws, regulations and standards are subject to ~~laws~~varying ~~and~~interpretations, ~~regulations~~their ~~enacted~~application byin ~~national,~~practice ~~regional~~may ~~and~~evolve ~~local~~over ~~governments~~time as new guidance becomes available. InFor ~~particular~~example, weon ~~will~~January 24, be2024, ~~required~~the SEC issued final rules and guidance relating to ~~comply~~special ~~with~~purpose ~~certain~~acquisition ~~SEC~~companies, ~~and~~like us, regarding, among other ~~legal~~things, ~~requirements.~~disclosure ~~Compliance~~in SEC filings in connection with, ~~and~~initial ~~monitoring~~business ~~of,~~combination transactions; the financial statement requirements applicable ~~laws~~to ~~and~~transactions ~~regulations~~involving ~~may~~shell becompanies; ~~difficult,~~the ~~time~~use ~~consuming~~of ~~and~~projections ~~costly.~~in ~~Those~~SEC ~~laws~~filings ~~and~~in ~~regulations~~connection ~~and~~with ~~their~~proposed ~~interpretation~~business combination transaction; and ~~application~~the ~~may~~potential ~~also~~liability ~~change~~of ~~from~~certain ~~time~~participants toin ~~time~~proposed ~~and~~business ~~those~~combination ~~changes~~transactions. ~~could~~This ~~have~~evolution amay ~~material~~result ~~adverse~~in ~~effect~~continuing onuncertainty ~~our~~regarding ~~business,~~compliance ~~investments~~matters and ~~results~~additional ofcosts ~~operations.~~necessitated Inby ~~addition,~~ongoing arevisions to our disclosure and governance practices. A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, including the Business Combination, and results of operations.

If18 ~~we are unable to consummate our initial business combination within the completion window, our public shareholders may be forced to wait beyond such period before redemption from our trust account.~~

If we are unable to consummate our initial business combination within the completion window, ~~the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to fund~~ our ~~working capital requirements (subject to an aggregate limit of $3,000,000), less taxes payable and up to $100,000 of interest to pay dissolution expenses, will be used to fund the redemption of our~~ public ~~shares, as further described herein and in the registration statement relating to the initial public offering. Any redemption of public~~ shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”). In that case, investors may be forced to wait beyond ~~the~~such ~~duration~~period ~~of the completion window~~ before ~~the~~ redemption ~~proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds~~ from our ~~trust~~Trust ~~account~~Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

~~Our~~If we are unable to consummate our initial business combination, including the Business Combination, within the completion window and we do not further extend such date with the approval of our shareholders, ~~may~~the beproceeds then on deposit in the Trust Account, including interest earned on the funds held ~~liable~~in ~~for~~the ~~claims~~Trust byAccount ~~third~~and ~~parties~~not ~~against~~previously released to us to fund our working capital requirements (subject to an aggregate limit of $3,000,000), less taxes payable and up to $100,000 of interest to pay dissolution expenses, will be used to fund the ~~extent~~redemption of ~~distributions~~our ~~received~~public shares, as further described herein and in the registration statement relating to the initial public offering. Any redemption of public shareholders from the Trust Account will be effected automatically by ~~them~~function ~~upon~~of our Articles prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the duration of the completion window before the redemption proceeds of our Trust Account become available to them, and they receive the return of their ~~shares~~pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A Ordinary Shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination.

IfOur ~~we are forced to enter into an insolvent liquidation, any distributions received by~~ shareholders ~~could~~may be ~~viewed~~held asliable anfor ~~unlawful~~claims ~~payment~~by ifthird itparties ~~was~~against ~~proved~~us ~~that immediately following the date on which the distribution was made, we were unable~~ to ~~pay our debts as they fall due in~~ the ~~ordinary~~extent ~~course~~ of ~~business.~~distributions ~~As a result, a liquidator could seek to recover some or all amounts~~ received by ~~our~~them ~~shareholders.~~upon ~~Furthermore,~~redemption ~~our~~of ~~directors~~their ~~may~~shares. ~~be viewed~~

17If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

~~Table~~We may not hold an annual general meeting until after the consummation of ~~Contents~~our initial business combination.

asIn ~~having~~accordance ~~breached~~with ~~their~~Nasdaq ~~fiduciary~~corporate ~~duties~~governance torequirements, uswe orare ~~our~~not ~~creditors~~required ~~and/or~~to ~~may~~hold ~~have~~an ~~acted~~annual ingeneral ~~bad~~meeting ~~faith,~~until ~~thereby~~no ~~exposing~~later ~~themselves~~than ~~and~~one ~~our~~year ~~company~~after toour ~~claims,~~first byfiscal ~~paying~~year ~~public~~end ~~shareholders~~following ~~from~~our ~~the~~listing ~~trust~~on ~~account prior to addressing the claims of creditors~~Nasdaq. WeThere ~~cannot~~is ~~assure~~no ~~you~~requirement ~~that~~under ~~claims~~the ~~will~~Companies ~~not~~Act befor ~~brought against~~ us ~~for~~to ~~these~~hold ~~reasons.~~annual ~~We and our directors and officers who knowingly and willfully authorized~~ or ~~permitted~~general ~~any~~meetings ~~distribution~~ to beappoint ~~paid~~directors. ~~out~~Until ~~of our share premium account while~~ we ~~were~~hold ~~unable~~an toannual ~~pay~~general ~~our~~meeting, ~~debts~~public asshareholders ~~they~~may ~~fall~~not ~~due~~be inafforded the ~~ordinary~~opportunity ~~course of business would be guilty of an offence and may be liable~~ to adiscuss ~~fine~~company ofaffairs ~~$18,293~~with ~~and to imprisonment for five years in the Cayman Islands~~management.

WeBecause ~~may~~we are not ~~hold~~limited anto ~~annual~~evaluating ~~general~~a ~~meeting~~target ~~until~~business ~~after~~in a particular industry sector, you may be unable to ascertain the ~~consummation~~merits or risks of ~~our~~any ~~initial~~particular target business’s ~~combination~~operations.

InOur ~~accordance~~efforts ~~with~~to ~~Nasdaq~~identify ~~corporate~~a ~~governance~~prospective ~~requirements,~~initial webusiness ~~are~~combination target have not ~~required~~been limited to ~~hold~~a particular industry, sector or geographic region. While we may pursue an ~~annual~~initial ~~general~~business ~~meeting~~combination ~~until~~opportunity noin ~~later~~any ~~than~~industry ~~one~~or ~~year~~sector, ~~after~~we intend to capitalize on the ability of our ~~first~~management ~~fiscal~~team ~~year~~to ~~end~~identify ~~following~~and acquire a business or businesses that can benefit from our ~~listing~~management onteam’s ~~Nasdaq~~established global relationships and operating experience. ~~There~~Our ismanagement noteam ~~requirement~~has ~~under~~extensive ~~the~~experience ~~Companies~~in ~~Act~~identifying ~~for~~and executing strategic investments globally and has done so successfully in a number of sectors. Our Articles prohibit us tofrom ~~hold~~effectuating ~~annual~~a business combination solely with another blank check company or ~~general~~similar ~~meetings~~company towith ~~appoint~~nominal ~~directors~~operations. ~~Until~~To the extent we ~~hold~~complete anour ~~annual~~initial ~~general~~business ~~meeting~~combination, ~~public~~including ~~shareholders~~the Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if the Business Combination does not close, we may combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be ~~afforded~~affected by the ~~opportunity~~risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors have and will endeavor to ~~discuss~~evaluate ~~company~~the ~~affairs~~risks inherent in a particular target business, including StudioCo, 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 ~~management~~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 securities will

~~Because~~19 we are neither limited to evaluating a target business in a particular industry sector nor have we selected any 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.

Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. Our amended and restated memorandum and articles of association prohibits us from effectuating a business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination, 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 aour business combination target. Accordingly, any shareholders who choose to remain shareholders following the initial business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the initial business combination contained an actionable material misstatement or material omission.

We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

WeIf ~~will~~the Business Combination does not close, we may consider aan initial business combination outside of our management’s areas of expertise if aan alternative business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in the initial public offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination 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 Form 10-K regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

18Although 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.

~~Table~~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 ~~Contents~~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.

~~Although~~In addition, if we ~~have~~announce ~~identified~~a prospective business combination with a target that does not meet our general criteria and guidelines, ~~that~~a wegreater ~~believe~~number ~~are~~of ~~important~~shareholders inmay ~~evaluating~~exercise ~~prospective~~their redemption rights, which may make it difficult for us to meet any closing condition with a target ~~businesses~~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 reasons, it may ~~enter~~be ~~into~~more difficult for us to attain shareholder approval of our initial business combination ~~with~~if athe target ~~that~~business does not meet ~~such~~our general criteria and guidelines,. ~~and~~If aswe ahave ~~result,~~not ~~the~~consummated ~~target~~our initial business ~~with~~combination ~~which~~within the completion window and we ~~enter~~do ~~into~~not further extend such date with the approval of our ~~initial~~shareholders, ~~business~~our ~~combination~~public shareholders may ~~not~~receive ~~have~~only ~~attributes~~approximately ~~entirely~~$10.60 ~~consistent~~per ~~with~~public share, which is based on estimates as of December 31, 2023, or less in certain circumstances, on the liquidation of our ~~general~~Trust ~~criteria~~Account, and ~~guidelines~~our warrants will expire worthless.

~~Although~~We wemay ~~have~~not ~~identified~~be ~~general~~required ~~criteria~~to ~~and~~obtain ~~guidelines~~an ~~for~~opinion ~~evaluating~~from ~~prospective~~an ~~target~~independent ~~businesses,~~investment itbanking isfirm ~~possible~~or ~~that~~from aanother ~~target~~independent ~~business~~entity ~~with~~that ~~which~~commonly werenders ~~enter~~valuation ~~into~~opinions, ~~our~~and ~~initial~~consequently, ~~business~~you ~~combination~~may ~~will not~~ have ~~all~~no ofassurance ~~these~~from ~~positive~~an ~~attributes.~~independent Ifsource ~~we complete our initial business combination with a target~~ that ~~does~~the ~~not~~consideration ~~meet~~we ~~some~~are orpaying ~~all~~for ofthe ~~these~~business ~~guidelines,~~is ~~such~~fair ~~combination~~to ~~may~~our ~~not~~company befrom ~~as successful as~~ a ~~combination~~financial ~~with~~point ~~a business that does meet all~~ of ~~our general criteria and guidelines~~view.

InUnless ~~addition, if~~ we ~~announce~~complete aour ~~prospective~~initial business combination with aan ~~target~~affiliated ~~that~~(as ~~does~~defined ~~not~~in ~~meet~~ our ~~general~~Articles) ~~criteria~~entity ~~and~~or ~~guidelines,~~our aboard ~~greater number~~ of ~~shareholders~~directors ~~may~~cannot ~~exercise~~independently ~~their~~determine ~~redemption~~the ~~rights,~~fair ~~which~~market ~~may~~value ~~make~~of itthe ~~difficult~~target ~~for~~business usor tobusinesses ~~meet~~(including ~~any~~with ~~closing~~the ~~condition~~assistance ~~with~~of afinancial ~~target~~advisors), ~~business~~we ~~that~~are ~~requires~~not usrequired to ~~have~~obtain aan ~~minimum~~opinion ~~net~~from ~~worth~~an orindependent ainvestment ~~certain~~banking ~~amount~~firm ofwhich ~~cash.~~is Ina ~~addition,~~member ifof ~~shareholder~~FINRA ~~approval~~or offrom ~~the~~another ~~transaction~~independent isentity ~~required~~that bycommonly ~~law,~~renders orvaluation weopinions ~~decide~~that tothe ~~obtain~~consideration ~~shareholder~~we ~~approval~~are ~~for~~paying ~~business~~is orfair ~~other~~to ~~reasons,~~our itcompany ~~may~~from bea ~~more~~financial ~~difficult~~point ~~for~~of usview. toIf ~~attain~~no ~~shareholder~~opinion ~~approval~~is ofobtained, our ~~initial~~shareholders ~~business~~will ~~combination~~be ifrelying on the ~~target~~judgment ~~business~~of ~~does not meet~~ our ~~general~~board ~~criteria~~of ~~and~~directors, ~~guidelines.~~who Ifwill wedetermine ~~have~~fair ~~not~~market ~~consummated~~value ~~our~~based ~~initial~~on ~~business~~standards ~~combination~~generally ~~within~~accepted by the ~~completion~~financial ~~window,~~community. ~~our~~Such ~~public~~standards ~~shareholders~~used ~~may~~will ~~receive~~be ~~only~~disclosed ~~approximately~~in ~~$10.00~~our ~~per~~proxy ~~public~~materials ~~share,~~ or ~~less~~tender inoffer ~~certain circumstances~~documents, onas ~~the~~applicable, ~~liquidation~~related ofto our ~~trust~~initial ~~account,~~business ~~and our warrants will expire worthless~~combination.

We may ~~not~~issue beadditional ~~required~~Class A toOrdinary ~~obtain~~Shares anor ~~opinion~~preferred ~~from~~shares anto ~~independent~~complete ~~investment~~our ~~banking~~initial ~~firm~~business combination or ~~from~~under ~~another~~an ~~independent~~employee ~~entity~~incentive ~~that~~plan ~~commonly~~after ~~renders~~completion ~~valuation~~of ~~opinions,~~our ~~and~~initial ~~consequently,~~business ~~you~~combination. We may ~~have~~also noissue ~~assurance~~Class A ~~from~~Ordinary anShares ~~independent~~upon ~~source~~the ~~that~~conversion of the ~~consideration~~Founder weShares ~~are~~at ~~paying~~a ~~for~~ratio ~~the~~greater ~~business~~than isone-to-one ~~fair~~at tothe time of our ~~company~~initial ~~from~~business combination as a ~~financial~~result ~~point~~of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of ~~view~~our shareholders and likely present other risks.

~~Unless~~20 we complete our initial business combination with an affiliated (as defined in our amended and restated memorandum and articles of association) entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which is a member of FINRA or from another independent entity that commonly renders valuation opinions that the consideration 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 materials or tender offer documents, as applicable, related to our initial business combination.

WeOur ~~may~~Articles ~~issue~~authorizes ~~additional~~the issuance of up to 400,000,000 Class A ~~ordinary~~Ordinary ~~shares~~Shares, orpar ~~preferred~~value ~~shares~~$0.0001 toper ~~complete~~share, ~~our~~80,000,000 ~~initial~~Founder ~~business~~Shares, ~~combination~~par orvalue ~~under~~$0.0001 anper ~~employee~~share, ~~incentive~~and ~~plan~~1,000,000 ~~after~~preferred ~~completion~~shares, ofpar ~~our~~value ~~initial~~$0.0001 ~~business~~per ~~combination~~share. WeThere ~~may~~are ~~also~~325,000,000 ~~issue~~and 61,250,000 authorized but unissued Class A ~~ordinary~~Ordinary Shares and Founder Shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon ~~the~~exercise of outstanding warrants or shares issuable upon conversion of the Founder Shares. atUnder aour ~~ratio~~current ~~greater~~Articles, ~~than~~the ~~one-to-one~~Founder atShares are automatically convertible into Class A Ordinary Shares concurrently with or immediately following the ~~time~~consummation of our initial business combination, asinitially at a ~~result~~one-for-one ofratio ~~the~~but ~~anti-dilution~~subject ~~provisions~~to ~~contained~~adjustment as set forth therein., ~~Any~~including ~~such~~in ~~issuances~~certain ~~would~~circumstances ~~dilute~~in ~~the~~which ~~interest~~we ofissue Class A Ordinary Shares or equity- linked securities related to our ~~shareholders~~initial ~~and~~business ~~likely~~combination. ~~present~~There ~~other~~are ~~risks~~no preferred shares issued and outstanding.

~~Our~~We ~~amended~~may ~~and~~issue ~~restated~~a ~~memorandum~~substantial ~~and~~number ~~articles~~ of ~~association~~additional ~~authorizes the issuance of up to 400,000,000~~ Class A ~~ordinary~~Ordinary ~~shares,~~Shares ~~par~~or ~~value~~preferred ~~$0.0001~~shares ~~per~~to ~~share,~~complete ~~80,000,000~~our ~~Founder~~initial ~~Shares,~~business ~~par~~combination ~~value~~or ~~$0.0001~~under ~~per~~an ~~share,~~employee ~~and~~incentive ~~1,000,000~~plan ~~preferred~~after ~~shares,~~completion ~~par~~of ~~value~~our ~~$0.0001~~initial ~~per~~business ~~share~~combination. ~~There~~We ~~are~~may ~~325,000,000~~also ~~and~~issue ~~61,250,000 authorized but unissued~~ Class A ~~ordinary~~Ordinary ~~shares and Founder~~ Shares, ~~respectively,~~upon ~~available~~conversion ~~for~~of ~~issuance~~the ~~which~~Founder ~~amount~~Shares ~~does~~at ~~not~~a ~~take~~ratio ~~into~~greater ~~account~~than ~~shares~~one-to-one ~~reserved~~at ~~for~~the ~~issuance~~time ~~upon exercise~~ of ~~outstanding~~our ~~warrants~~initial orbusiness ~~shares~~combination ~~issuable~~as ~~upon~~a ~~conversion~~result of the ~~Founder~~anti-dilution ~~Shares.~~provisions ~~The~~as ~~Founder~~set ~~Shares~~forth ~~are~~therein. ~~automatically~~However, ~~convertible~~our ~~into~~Articles ~~Class A~~provide, ~~ordinary~~among ~~shares~~other ~~concurrently~~things, ~~with~~that orprior ~~immediately~~to ~~following the consummation of~~ our initial business combination, ~~initially~~we atmay anot ~~one-for-one~~issue ~~ratio~~additional ~~but~~shares ~~subject~~that towould ~~adjustment~~entitle asthe ~~set~~holders ~~forth~~thereof ~~herein~~to ~~and~~(i) receive infunds ~~our~~from ~~amended~~the ~~and~~Trust ~~restated~~Account ~~memorandum~~or ~~and~~(ii) vote ~~articles~~on ofany ~~association,~~initial ~~including~~business incombination. ~~certain~~These ~~circumstances~~provisions inof ~~which~~our weArticles, ~~issue~~like ~~Class A~~all ~~ordinary~~provisions ~~shares~~of orour ~~equity-~~Articles, ~~linked~~may ~~securities~~be ~~related~~amended towith ~~our~~a ~~initial~~shareholder ~~business combination~~vote. ~~There~~The ~~are~~issuance noof ~~preferred~~additional ~~shares~~ordinary ~~issued~~or ~~and~~preferred ~~outstanding.~~shares:

We• may ~~issue~~significantly adilute ~~substantial~~the ~~number~~equity interest of ~~additional~~investors ~~Class A~~in ~~ordinary~~the ~~shares or preferred shares to complete our~~ initial ~~business~~public ~~combination~~offering, orwhich ~~under~~dilution anwould ~~employee~~increase ~~incentive~~if ~~plan~~the ~~after~~anti-dilution ~~completion~~provisions ofin ~~our~~the ~~initial~~Founder ~~business~~Shares ~~combination.~~resulted Wein ~~may~~the ~~also~~issuance ~~issue~~of Class A ~~ordinary~~Ordinary ~~shares upon conversion of the Founder~~ Shares aton a ~~ratio~~ greater than one-to-one atbasis ~~the~~upon ~~time~~conversion of ~~our initial business combination as a result of~~ the ~~anti-dilution~~Founder provisions as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, we may not issue additional 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 amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preferred shares: Shares;

• may ~~significantly~~subordinate ~~dilute~~ the ~~equity~~rights ~~interest~~ of ~~investors~~holders inof ~~the~~Class ~~initial~~A ~~public~~Ordinary ~~offering,~~Shares ~~which dilution would increase~~ if ~~the~~preferred ~~anti-dilution~~shares ~~provisions~~are inissued ~~the~~with ~~Founder~~rights ~~Shares~~senior ~~resulted~~to inthose ~~the~~afforded ~~issuance~~our of Class A ~~ordinary~~Ordinary ~~shares on a greater than one-to-one basis upon conversion of the Founder~~ Shares;

• ~~may~~could ~~subordinate~~cause ~~the~~a ~~rights~~change ofin ~~holders~~control if a substantial number of Class A ~~ordinary~~Ordinary ~~shares~~Shares ifare ~~preferred~~issued, ~~shares~~which ~~are~~may ~~issued~~affect, ~~with~~among ~~rights~~other ~~senior~~things, our ability to ~~those~~use ~~afforded~~our net operating loss carry forwards, if any, and could result in the resignation or removal of our ~~Class~~present Aofficers ~~ordinary~~and ~~shares~~directors;

19• 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

~~Table~~• ofmay ~~Contents~~adversely affect prevailing market prices for our units, Class A Ordinary Shares and/or warrants; and

• ~~could~~may ~~cause~~not aresult ~~change~~ in ~~control~~adjustment ~~if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability~~ to ~~use our net operating loss carry forwards, if any, and could result in~~ the ~~resignation~~exercise orprice ~~removal~~ of our ~~present officers and directors;~~warrants.

•Resources ~~may~~could ~~have~~be ~~the~~wasted ~~effect~~in ofresearching ~~delaying~~business orcombinations ~~preventing~~that aare ~~change~~not ofcompleted, ~~control~~which ofcould usmaterially byadversely ~~diluting~~affect ~~the~~subsequent ~~share~~attempts ~~ownership~~to locate and acquire or ~~voting~~merge ~~rights~~with ofanother abusiness. ~~person~~If ~~seeking~~we are unable to ~~obtain~~complete ~~control~~our initial business combination, our public shareholders may only receive their pro rata portion of usthe funds in the Trust Account that are available for distribution to public shareholders, and our warrants will expire worthless.

•We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, including the 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, including StudioCo, 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 ~~prevailing~~subsequent ~~market~~attempts ~~prices~~to ~~for~~locate and acquire or merge with another business. If we have not consummated our ~~units,~~initial ~~Class~~business Acombination ~~ordinary~~within ~~shares~~the completion window and/ we do not further extend such date with the approval of our shareholders, our public shareholders may receive only approximately $10.60 per public share, which is based on estimates as of December 31, 2023, or ~~warrants;~~less in certain circumstances, on the liquidation of our Trust Account, and our warrants will expire worthless.

•We may ~~not~~engage ~~result~~ in ~~adjustment~~a tobusiness ~~the~~combination ~~exercise~~with ~~price~~one ofor more target businesses that have relationships with entities that may be affiliated with our ~~warrants~~Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

~~Unlike~~In ~~some~~light ~~other~~of ~~similarly~~the ~~structured~~involvement ~~special~~of ~~purpose~~our ~~acquisition~~Sponsor, ~~companies~~its managing members, and our ~~initial~~officers ~~shareholders~~and ~~will~~directors ~~receive~~with ~~additional~~other ~~Class A~~entities, ~~ordinary~~we ~~shares~~may decide to acquire one or more businesses affiliated with or competitive with our Sponsor, officers, directors and their respective affiliates or existing holders. Our directors also serve as officers and/or board members for other entities. Such entities may compete with us for business combination opportunities. Although we did not specifically focus on, or target, any transaction with any affiliated entities, we may pursue such a transaction if we ~~issue~~determined ~~certain~~that ~~shares~~such toaffiliated ~~consummate~~entity anmet ~~initial~~our criteria for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions regarding the fairness to our

~~The~~21 Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

~~Resources~~ company ~~could~~from bea ~~wasted~~financial inpoint ~~researching~~of ~~business~~view ~~combinations~~of ~~that~~a ~~are~~business ~~not~~combination ~~completed,~~with ~~which~~an ~~could~~affiliate ~~materially~~(as ~~adversely~~defined ~~affect~~in ~~subsequent~~our ~~attempts~~Articles) toof ~~locate~~our ~~and~~Sponsor, ~~acquire~~officers or ~~merge~~directors, ~~with~~potential ~~another~~conflicts ~~business.~~of Ifinterest westill ~~are~~may ~~unable~~exist toand, ~~complete~~as ~~our~~a ~~initial business combination~~result, ~~our~~the ~~public~~terms ~~shareholders may only receive their pro rata portion~~ of the ~~funds~~business incombination ~~the~~may ~~trust~~not ~~account~~be ~~that~~as ~~are~~advantageous ~~available for distribution~~ to our public shareholders, ~~and~~as ~~our~~they ~~warrants~~would ~~will~~be ~~expire~~absent ~~worthless~~any conflicts of interest.

WeIn ~~anticipate~~connection ~~that~~with the ~~investigation~~Business ~~of each specific target business and the negotiation~~Combination, ~~drafting~~you ~~and~~should ~~execution~~be aware of ~~relevant~~certain ~~agreements,~~relationships ~~disclosure~~between ~~documents~~the ~~and~~parties ~~other~~to ~~instruments~~the ~~will~~Business ~~require~~Combination ~~substantial~~described ~~management~~in ~~time~~detail ~~and~~in ~~attention~~the ~~and~~Registration ~~substantial~~Statement. ~~costs~~For ~~for accountants~~example, ~~attorneys,~~Harry ~~consultants and others~~E. ~~If we decide not to complete a specific initial business combination~~Sloan, the ~~costs~~Chairman ~~incurred~~of ~~up to that point for~~ the ~~proposed transaction likely would not be recoverable. Furthermore~~Company, ifalso weserves ~~reach~~as ~~an agreement relating to~~ a ~~specific~~member ~~target~~of ~~business,~~the weboard ~~may~~of ~~fail~~directors ~~to complete our initial business combination for any number~~ of ~~reasons~~Lions ~~including~~Gate ~~those~~Parent. ~~beyond our control~~Mr. Sloan ~~Any~~recused ~~such~~himself ~~event~~from ~~will~~the ~~result~~decisions ~~in a loss~~ to usapprove of the ~~related~~Business ~~costs~~Combination ~~incurred~~made ~~which~~by ~~could~~both ~~materially~~the ~~adversely~~Company’s ~~affect~~Board ~~subsequent attempts to locate~~ and ~~acquire~~board orof ~~merge~~directors with another business. If we have not consummated our initial business combination within the completion window, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of ~~our~~Lions ~~trust~~Gate ~~account, and our warrants will expire worthless~~Parent.

WeSince ~~may~~our ~~engage~~Sponsor, officers and directors will lose their entire investment in aus if our initial business combination is not completed (other than with ~~one~~respect orto ~~more~~public ~~target~~shares ~~businesses~~they ~~that~~may ~~have~~acquire), ~~relationships~~a ~~with~~conflict ~~entities~~of ~~that~~interest may bearise ~~affiliated~~in ~~with~~determining ~~our~~whether ~~Sponsor,~~a ~~officers,~~particular ~~directors~~business orcombination ~~existing~~target ~~holders~~is ~~which~~appropriate ~~may~~for ~~raise~~our ~~potential~~initial ~~conflicts~~business ~~of interest~~combination.

InOn ~~light~~November 5, of2021, ~~the involvement of~~ our Sponsor paid $25,000, ~~its~~or ~~managing~~approximately ~~members~~$0.0014 per share, ~~and~~to cover certain of our ~~officers~~offering and ~~directors~~formation ~~with~~costs ~~other~~in ~~entities~~exchange for 17,250,000 weFounder ~~may~~Shares. ~~decide~~On toDecember 13, ~~acquire~~2021, ~~one~~we oreffected ~~more~~a ~~businesses~~share ~~affiliated~~capitalization ~~with~~of or4,312,500 ~~competitive~~Founder ~~with~~Shares resulting in our Sponsor holding an aggregate of 21,562,500 ~~officers~~Founder Shares. On February 19, ~~directors~~2022, ~~and~~2,812,500 ~~their~~Founder ~~respective~~Shares ~~affiliates~~were orforfeited ~~existing~~because ~~holders.~~the ~~Our~~underwriters ~~directors~~did ~~also~~not ~~serve~~exercise astheir ~~officers~~over-allotment ~~and/or~~option, ~~board~~resulting ~~members~~in ~~for~~the ~~other~~Sponsor ~~entities~~holding 18,750,000 Founder Shares. ~~Such~~Prior ~~entities~~to ~~may~~the ~~compete~~initial ~~with~~investment usin ~~for~~the ~~business~~Company ~~combination~~of ~~opportunities.~~$25,000 ~~Our~~by the Sponsor, ~~officers~~the ~~and~~Company ~~directors~~had ~~are~~no ~~not~~assets, ~~currently~~tangible ~~aware~~or intangible. The purchase price of ~~any~~the ~~specific~~Founder ~~opportunities~~Shares ~~for~~was usdetermined toby ~~complete~~dividing ~~our~~the ~~initial~~amount ~~business~~of ~~combination~~cash ~~with~~contributed ~~any~~to ~~entities~~the ~~with~~Company ~~which~~by ~~they~~the ~~are~~number ~~affiliated,~~of ~~and~~Founder ~~there~~Shares ~~have~~initially ~~been~~issued. noThe ~~substantive~~number ~~discussions~~of ~~concerning~~Founder aShares ~~business~~initially ~~combination~~outstanding ~~with~~was ~~any~~determined ~~such~~based ~~entity~~on orthe ~~entities.~~expectation ~~Although~~that wethe ~~will~~total ~~not~~size of the initial public offering would be ~~specifically~~a ~~focusing~~maximum onof 86,250,000 orunits ~~targeting,~~if ~~any~~the ~~transaction~~underwriters’ ~~with~~over-allotment ~~any~~option ~~affiliated~~was ~~entities~~exercised in full, weand ~~would~~therefore ~~pursue~~that such aFounder ~~transaction~~Shares ifwould werepresent ~~determined~~20% ~~that~~of ~~such~~the ~~affiliated~~outstanding ~~entity~~shares ~~met~~after ~~our~~the ~~criteria~~initial ~~for~~public aoffering. ~~business~~The ~~combination~~Founder ~~and~~Shares ~~such~~will ~~transaction~~be ~~was~~worthless ~~approved~~if bywe ado ~~majority~~not ofcomplete ~~our~~an ~~independent~~initial ~~and~~business ~~disinterested directors~~combination. ~~Despite~~In addition, our ~~agreement~~Sponsor topurchased ~~obtain~~ an ~~opinion~~aggregate ~~from~~of an11,733,333 ~~independent~~private ~~investment~~placement ~~banking~~warrants ~~firm~~for ~~which~~an isaggregate apurchase ~~member~~price of ~~FINRA~~$17,600,000, or ~~another~~$1.50 ~~independent~~per ~~entity~~warrant ~~that~~in ~~commonly~~a ~~renders~~private ~~valuation~~placement ~~opinions~~that ~~regarding~~closed ~~the~~simultaneously ~~fairness~~with tothat ~~our~~of ~~company~~the ~~from~~initial apublic ~~financial~~offering. ~~point~~The ofprivate ~~view~~placement ofwarrants awill ~~business~~also ~~combination~~be ~~with~~worthless anif ~~affiliate~~we ~~(as~~do ~~defined~~not incomplete our ~~amended~~initial ~~and~~business ~~restated~~combination. ~~memorandum~~The personal and ~~articles~~financial ofinterests ~~association)~~ of our ~~Sponsor,~~ officers orand directors, ~~potential~~may ~~conflicts~~influence oftheir ~~interest~~motivation ~~still~~in ~~may~~identifying ~~exist~~ and, asselecting a ~~result~~target business combination, completing an initial business combination and influencing the ~~terms~~operation of the business ~~combination~~following ~~may~~the ~~not~~initial bebusiness ascombination. ~~advantageous~~This torisk ~~our~~may ~~public~~become ~~shareholders~~more acute as ~~they~~the ~~would~~expiration beof ~~absent~~the ~~any~~completion ~~conflicts~~window ~~of interest~~nears.

20We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

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

~~Since~~• ~~our~~default ~~Sponsor, officers~~ and ~~directors~~foreclosure ~~will~~on ~~lose~~our ~~their~~assets ~~entire investment in us~~ if our ~~initial~~operating ~~business~~revenues ~~combination is not completed (other than with respect to public shares they may acquire during or~~ after ~~the~~an initial ~~public offering), a conflict of interest may arise in determining whether a particular~~ business combination ~~target~~are isinsufficient ~~appropriate~~to ~~for~~repay our ~~initial~~debt ~~business combination.~~ obligations;

On• ~~November 5,~~acceleration ~~2021, our Sponsor paid $25,000, or approximately $0.0014 per share, to cover certain~~ of our ~~offering~~obligations and formation costs in exchange for 17,250,000 Founder Shares. On December 13, 2021, we effected a share capitalization of 4,312,500 Founder Shares resulting in our Sponsor holding an aggregate of 21,562,500 Founder Shares. On February 19, 2022, 2,812,500 Founder Shares were forfeited because the underwriters did not exercise their over-allotment option, resulting in the Sponsor holding 18,750,000 Founder Shares. Prior to ~~the~~repay ~~initial investment in~~ the ~~company~~indebtedness ofeven $25,000 by the Sponsor, the company had no assets, tangible or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the company by the number of Founder Shares issued. The number of Founder Shares outstanding was determined based on the expectation that the total size of the initial public offering would be a maximum of 86,250,000 units if ~~the~~we ~~underwriters’~~make ~~over-allotment~~all ~~option~~principal ~~was exercised in full,~~ and ~~therefore~~interest ~~that~~payments ~~such~~when ~~Founder~~due ~~Shares would represent 20% of the outstanding shares after the initial public offering. The Founder Shares will be worthless~~ if we dobreach ~~not~~certain ~~complete~~covenants anthat ~~initial~~require ~~business~~the ~~combination.~~maintenance ~~In addition, our Sponsor has committed to purchase an aggregate~~ of ~~11,733,333~~certain ~~private~~financial ~~placement~~ratios ~~warrants for an aggregate purchase price of $17,600,000,~~ or ~~$1.50~~reserves ~~per~~without warrant. The private placement warrants will also be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a ~~target~~waiver ~~business~~or ~~combination,~~renegotiation ~~completing an initial business combination and influencing the operation~~ of ~~the~~that business following the initial business combination. This risk may become more acute as the expiration of the completion window nears, which is the deadline for our completion of an initial business combination. covenant;

We• ~~may~~our ~~issue~~immediate ~~notes~~payment orof ~~other~~all ~~debt~~principal ~~securities,~~and oraccrued ~~otherwise incur substantial debt~~interest, toif ~~complete a business combination~~any, ~~which~~if ~~may adversely affect our leverage and financial condition and thus negatively impact~~ the ~~value~~debt ofsecurity ~~our~~is ~~shareholders’~~payable ~~investment~~on ~~in us.~~ demand;

~~Although~~• weour ~~have~~inability ~~no commitments as of the date of this Form 10-K~~ to ~~issue~~obtain ~~any~~necessary ~~notes~~additional orfinancing ~~other~~if ~~debt securities, or to otherwise incur outstanding debt following~~ the ~~initial public offering, we may choose to incur substantial~~ debt tosecurity ~~complete~~contains ~~our~~covenants ~~initial~~restricting ~~business combination. We and~~ our ~~officers~~ability ~~have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or~~ to ~~the~~obtain ~~monies held in the trust account. As~~ such, nofinancing ~~issuance~~while ~~of debt will affect~~ the ~~per share amount available for redemption from the trust account. Nevertheless, the incurrence of~~ debt ~~could~~security ~~have~~is ~~a variety of negative effects, including:~~ outstanding;

• ~~default~~our ~~and~~inability ~~foreclosure~~to onpay ~~our~~dividends ~~assets~~on if our ~~operating~~Class ~~revenues~~A ~~after~~Ordinary ~~an initial business combination are insufficient to repay our debt obligations~~Shares;

• ~~acceleration~~using ofa ~~our~~substantial ~~obligations~~portion toof ~~repay~~our ~~the~~cash ~~indebtedness~~flow ~~even~~to ifpay ~~we make all~~ principal and interest ~~payments~~on ~~when~~our ~~due~~debt, ifwhich wewill ~~breach~~reduce ~~certain~~the ~~covenants~~funds ~~that~~available ~~require~~for ~~the~~dividends ~~maintenance~~on ofour ~~certain~~Class ~~financial~~A ~~ratios~~Ordinary orShares ~~reserves~~if ~~without~~declared, aexpenses, ~~waiver~~capital orexpenditures, ~~renegotiation~~acquisitions ofand ~~that~~other ~~covenant~~general corporate purposes;

• ~~our~~limitations ~~immediate~~on ~~payment~~our offlexibility ~~all~~in ~~principal~~planning for and ~~accrued~~reacting ~~interest,~~to ifchanges ~~any,~~in ifour ~~the~~business ~~debt~~and ~~security~~in isthe ~~payable~~industry onin ~~demand~~which we operate;

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

• ~~our~~increased ~~inability~~vulnerability to ~~pay~~adverse ~~dividends~~changes onin ~~our~~general ~~Class~~economic, Aindustry ~~ordinary~~and ~~shares~~competitive conditions and adverse changes in government regulation; and

• ~~using~~limitations aon ~~substantial portion of~~ our ~~cash~~ability ~~flow~~ to ~~pay~~borrow ~~principal~~additional ~~and~~amounts ~~interest~~for onexpenses, ~~our~~capital ~~debt~~expenditures, ~~which~~acquisitions, ~~will~~debt ~~reduce~~service ~~the~~requirements, ~~funds~~execution ~~available~~of ~~for dividends on~~ our ~~Class~~strategy Aand ~~ordinary~~other ~~shares~~purposes ifand ~~declared,~~other ~~expenses,~~disadvantages ~~capital~~compared ~~expenditures,~~to ~~acquisitions~~our ~~and~~competitors ~~other~~who ~~general~~have ~~corporate~~less ~~purposes;~~debt.

•We ~~limitations~~may onattempt to complete our ~~flexibility~~initial inbusiness ~~planning~~combination ~~for~~with ~~and~~a ~~reacting~~private tocompany ~~changes~~about which little information is available, which may result in ~~our~~a business ~~and~~combination inwith ~~the~~a ~~industry~~company inthat ~~which~~is not as profitable as we ~~operate;~~suspected, if at all.

•If ~~increased~~the ~~vulnerability~~Business Combination does not close, we may seek to ~~adverse~~effectuate ~~changes~~our ininitial ~~general~~business ~~economic~~combination with a privately held company about which little information is available. If that is the case, ~~industry~~we ~~and~~could ~~competitive~~be ~~conditions~~required ~~and~~to ~~adverse~~make ~~changes~~our decision on whether to pursue a potential alternative initial business combination on the basis of limited information, which may result in ~~government~~a ~~regulation;~~business ~~and~~combination with a company that is not as profitable as we suspected, if at all.

•We ~~limitations~~do onnot ~~our~~have ~~ability~~a tospecified ~~borrow~~maximum ~~additional~~redemption ~~amounts~~threshold. ~~for~~The ~~expenses,~~absence ~~capital~~of ~~expenditures,~~such ~~acquisitions,~~a ~~debt~~redemption ~~service~~threshold ~~requirements,~~may ~~execution~~make ofit possible for us to complete our ~~strategy~~initial ~~and~~business ~~other~~combination ~~purposes~~with ~~and~~which ~~other~~a ~~disadvantages~~substantial ~~compared~~majority toof our ~~competitors~~shareholders ~~who~~do ~~have~~not ~~less debt~~agree.

21Our Articles provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our definitive business combination agreement, including the Business Combination Agreement, may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial 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 and such conditions are not otherwise modified or waived, we will not complete the business combination or redeem any shares, all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

~~Table~~In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of ~~Contents~~their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our Articles or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

WeIn ~~may~~order ~~only be able~~ to ~~complete~~effectuate ~~one~~a business combination, ~~with~~special ~~the~~purpose ~~proceeds~~acquisition ofcompanies have, in the ~~initial~~recent ~~public~~past, ~~offering~~amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the ~~sale~~definition of business combination, increased redemption thresholds and extended the ~~private~~time ~~placement~~to consummate an initial business combination and, with respect to their warrants, ~~which~~amended ~~will~~their ~~cause~~warrant usagreements to require the warrants to be ~~solely~~exchanged ~~dependent~~for oncash and/or other securities. In addition, in connection with the Business Combination we are proposing, among other things, to amend our Articles and the Warrant Agreement. Amending our Articles will require a ~~single~~special ~~business~~resolution under Cayman Islands law, which ~~may~~requires ~~have~~the aaffirmative ~~limited~~vote ~~number~~of at least two-thirds of ~~products~~our ordinary shares which are represented in person or ~~services.~~by ~~This~~proxy ~~lack~~and are voted at a general meeting of ~~diversification~~the ~~may~~company, ~~negatively~~and ~~impact~~amending our ~~operations~~warrant ~~and~~agreement ~~profitability.~~will ~~The~~require ~~net~~a ~~proceeds~~vote ~~from~~of ~~the~~holders ~~initial~~of at least 50% of the public ~~offering~~warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, ~~will~~50% ~~provide~~of the then outstanding private placement warrants. In addition, our Articles requires us to provide our public shareholders with ~~$723,750,000~~the ~~that~~opportunity to redeem their public shares for cash if we ~~may~~propose ~~use~~an amendment to ~~complete~~our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the completion window or (~~after~~B) with ~~taking~~respect ~~into~~to ~~account~~any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the ~~$26,250,000~~extent any of ~~deferred~~such ~~underwriting~~amendments ~~commissions~~would ~~being~~be ~~held~~deemed to fundamentally change the nature of the securities offered in our initial public offering, we would register, or seek an exemption from registration for, the ~~trust~~affected ~~account)~~securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

WeThe ~~may~~provisions ~~effectuate~~of our ~~initial~~Articles ~~business~~that ~~combination~~relate ~~with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able~~ to ~~effectuate~~ our ~~initial~~ pre-business combination ~~with~~activity ~~more~~(and ~~than~~corresponding ~~one~~provisions ~~target business because~~ of ~~various~~the ~~factors,~~agreement ~~including~~governing the ~~existence~~release of ~~complex~~funds ~~accounting~~from ~~issues~~our ~~and~~Trust ~~the~~Account) ~~requirement~~may ~~that~~be weamended ~~prepare and file pro forma financial statements~~ with the ~~SEC~~approval ~~that~~of ~~present~~holders ~~operating~~of ~~results~~not ~~and~~less ~~the~~than ~~financial~~two-thirds ~~condition~~ of ~~several~~our ~~target~~ordinary ~~businesses~~shares aswhich ifare ~~they~~represented ~~had~~in ~~been~~person ~~operated~~or onby aproxy ~~combined~~and ~~basis.~~are Byvoted ~~completing~~at ~~our initial business combination with only~~ a ~~single~~general ~~entity,~~meeting ~~our lack~~ of ~~diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from~~ the ~~possible spreading of risks or offsetting of losses~~company, ~~unlike other entities~~ which ~~may~~is ~~have~~a ~~the~~lower ~~resources~~amendment tothreshold ~~complete~~than ~~several~~that ~~business combinations in different industries or different areas~~ of asome ~~single~~other ~~industry.~~special ~~Accordingly,~~purpose ~~the~~acquisition ~~prospects for our success may be:~~

•23 ~~solely dependent upon the performance of a single business, property or asset, or~~

• companies. ~~dependent~~It ~~upon~~may ~~the~~be ~~development~~easier orfor ~~market~~us, ~~acceptance~~therefore, to amend our Articles to facilitate the completion of aan ~~single~~initial orbusiness ~~limited~~combination ~~number~~that some of ~~products,~~our ~~processes~~shareholders ormay ~~services~~not support.

~~This~~Our ~~lack~~Articles provide that any of ~~diversification~~its ~~may~~provisions ~~subject~~related usto pre-business combination activity (including the requirement to ~~numerous~~deposit ~~economic~~proceeds of the initial public offering and the private placement of warrants into the Trust Account and not release such amounts except in specified circumstances, ~~competitive~~and to provide redemption rights to public shareholders as described herein and ~~regulatory~~in ~~risks~~the registration statement relating to the initial public offering) and corresponding provisions of the Trust Agreement governing the release of funds from our Trust Account may be amended if approved by special resolution, ~~any~~under orCayman ~~all~~Islands law which requires the affirmative vote of at least two-thirds of our ordinary shares which ~~may~~are ~~have~~represented in person or by proxy and are voted at a ~~substantial~~general ~~adverse~~meeting ~~impact~~of the company. Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the ~~particular~~closing ~~industry~~of the initial public offering (assuming they do not purchase any units in ~~which~~the initial public offering), will participate in any vote to amend our Articles and/or Trust Agreement and will have the discretion to vote in any manner they choose. As a result, we may ~~operate~~be ~~subsequent~~able to amend the provisions of our ~~initial~~Articles which govern our pre-business combination behavior more easily than some other special purpose acquisition 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 Articles.

WeOur ~~may~~Sponsor, ~~attempt~~officers toand ~~simultaneously~~directors ~~complete~~have ~~business~~agreed, ~~combinations~~pursuant ~~with~~to ~~multiple~~a ~~prospective~~written ~~targets~~agreement with us, ~~which~~that ~~may~~they ~~hinder~~will not propose any amendment to our ~~ability~~Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination ~~and~~within ~~give~~the ~~rise~~completion window or (B) with respect to ~~increased~~any ~~costs~~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 ~~risks~~not ~~that~~previously ~~could~~released ~~negatively~~to ~~impact~~us to fund our ~~operations~~working capital requirements (subject to an aggregate limit of $3,000,000) and ~~profitability~~less taxes payable, divided by the number of then outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

IfWe wemay ~~determine~~be tounable ~~simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers~~ to ~~agree~~obtain ~~that~~additional ~~our~~financing ~~purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability,~~ to complete our initial business combination. ~~With~~or ~~multiple business combinations, we could also face additional risks, including additional burdens and costs with respect~~ to ~~possible~~fund ~~multiple negotiations and due diligence investigations (if there are multiple sellers) and~~ the ~~additional risks associated with the subsequent assimilation of the~~ operations and ~~services~~growth ~~or products~~ of ~~the acquired companies in~~ a ~~single~~target ~~operating~~ business., Ifwhich wecould ~~are~~compel ~~unable~~us to ~~adequately~~restructure ~~address~~or ~~these~~abandon ~~risks,~~a itparticular ~~could~~business ~~negatively impact our profitability and results of operations~~combination.

WeIf the cash portion of the purchase price for a target business exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemption by public shareholders, we may ~~attempt~~be required to seek additional financing to complete ~~our~~such proposed initial business combination, ~~with~~including athe ~~private~~Business ~~company~~Combination. ~~about~~We ~~which~~cannot ~~little~~assure ~~information~~you isthat such financing will be available on acceptable terms, ~~which~~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 business candidate. Further, we may ~~result~~be required to obtain additional financing in aconnection with the closing of our initial business combination ~~with~~for ageneral ~~company~~corporate ~~that~~purposes, isincluding for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. In addition, even if we do not asneed ~~profitable~~additional asfinancing to complete our initial business combination, we ~~suspected~~may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, ifdirectors ator ~~all~~shareholders is required to provide any financing to us in connection with or after our initial business combination.

InOur ~~pursuing our business combination strategy, we may seek to effectuate our~~ initial ~~business~~shareholders ~~combination~~control ~~with~~ a ~~privately~~substantial ~~held~~interest ~~company.~~in ~~Very~~us ~~little public information generally exists about private companies,~~ and wethus ~~could~~may beexert ~~required~~a tosubstantial ~~make~~influence ~~our decision~~ on ~~whether~~actions torequiring ~~pursue~~ a ~~potential~~shareholder ~~initial business combination on the basis of limited information~~vote, ~~which~~potentially ~~may result~~ in a ~~business~~manner ~~combination with a company~~ that isyou do not ~~as profitable as we suspected, if at all~~support.

WeOur doinitial ~~not~~shareholders ~~have~~own a20% ~~specified~~of ~~maximum~~our ~~redemption~~issued ~~threshold~~and outstanding ordinary shares. ~~The~~Accordingly, ~~absence~~they ofmay ~~such~~exert a ~~redemption~~substantial ~~threshold~~influence ~~may~~on ~~make~~actions itrequiring ~~possible~~a ~~for~~shareholder usvote, potentially in a manner that you do not support, including amendments to ~~complete~~our Articles. In addition, prior to the closing of our initial business combination, ~~with~~only ~~which~~holders of our Founder Shares will have the right to vote to continue the Company in a ~~substantial~~jurisdiction ~~majority~~outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). This provision of our ~~shareholders~~Articles domay only be amended by a special resolution passed by not ~~agree~~less than 90% of our ordinary shares which are represented in person or by proxy and are voted at our general meeting. As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination.

Our amended and restated memorandum and articles of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our ~~proposed~~board initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of ~~cash to satisfy other conditions. As a result~~directors, wewhose ~~may~~members bewere ~~able~~appointed toby ~~complete~~ our ~~initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or~~Sponsor, ifis wedivided ~~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~~three ~~negotiated agreements to sell their shares to our Sponsor~~classes, ~~officers,~~each ~~directors, advisors or any~~ of ~~their~~which ~~affiliates.~~will Ingenerally ~~the~~serve ~~event the aggregate cash consideration we would be required to pay~~ for ~~all~~a ~~Class A~~term ~~ordinary shares that are validly submitted~~ for ~~redemption~~three ~~plus~~years ~~any~~with ~~amount~~only ~~required~~one toclass ~~satisfy cash conditions pursuant to the terms~~ of ~~the~~directors ~~proposed~~being ~~business~~appointed ~~combination~~each ~~exceed~~year. ~~the~~We ~~aggregate~~have amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

2224

~~Table~~ not and may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of ~~Contents~~our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination.

InCompliance ~~order~~obligations tounder ~~effectuate~~the anSarbanes-Oxley ~~initial~~Act ~~business~~may ~~combination,~~make ~~special~~it ~~purpose~~more ~~acquisition~~difficult ~~companies~~for ~~have,~~us into ~~the~~effectuate ~~recent~~our ~~past,~~initial ~~amended~~business ~~various~~combination, ~~provisions~~require ofsubstantial ~~their~~financial ~~charters~~ and ~~other~~management ~~governing instruments~~resources, ~~including~~and ~~their~~increase ~~warrant~~the ~~agreements.~~time ~~We cannot assure you that we will not seek to amend our amended~~ and ~~restated~~costs ~~memorandum and articles~~ of ~~association~~completing oran ~~governing instruments in a manner that will make it easier for us to complete our~~ initial business combination ~~that our shareholders may not support~~.

InSection 404 ~~order~~of ~~to effectuate a business combination, special purpose acquisition companies have, in~~ the ~~recent~~Sarbanes-Oxley ~~past,~~Act ~~amended~~requires ~~various~~that ~~provisions~~we ofevaluate ~~their charters~~ and ~~governing~~report ~~instruments,~~on ~~including~~our ~~their~~system ~~warrant agreements. For example, special purpose acquisition companies have amended the definition~~ of ~~business~~internal ~~combination,~~controls. ~~increased~~Further ~~redemption~~we ~~thresholds~~are ~~and~~required ~~extended the time~~ to ~~consummate~~comply ~~an initial business combination and,~~ with ~~respect to their warrants, amended their warrant agreements to require~~ the ~~warrants~~independent toregistered bepublic ~~exchanged~~accounting ~~for~~firm ~~cash~~attestation ~~and/or~~requirement ~~other~~on ~~securities. Amending~~ our ~~amended~~internal ~~and~~control ~~restated~~over ~~memorandum~~financial ~~and~~reporting. ~~articles~~The offact ~~association~~that ~~will~~we ~~require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of our ordinary shares which~~ are ~~represented in person or by proxy and are voted at~~ a ~~general~~blank ~~meeting~~check ~~of the~~ company, ~~and~~makes ~~amending~~compliance ~~our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely~~ with ~~respect to any amendment to~~ the ~~terms~~requirements of the ~~private~~Sarbanes-Oxley ~~placement~~Act ~~warrants~~particularly orburdensome ~~any~~on ~~provision~~us ofas ~~the~~compared ~~warrant agreement with respect~~ to ~~the~~other ~~private~~public ~~placement~~companies ~~warrants,~~because ~~50%~~a oftarget ~~the~~business ~~then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders~~ with ~~the~~which ~~opportunity to redeem their public shares for cash if~~ we ~~propose~~seek ~~an amendment~~ to ~~our~~complete ~~amended and restated memorandum and articles of association (A) to modify the substance or timing of~~ our ~~obligation to allow redemption in connection with our~~ initial business combination ormay ~~to redeem 100% of our public shares if we do~~ not ~~complete~~be anin ~~initial~~compliance ~~business~~with ~~combination within~~ the ~~completion window or (B) with respect to any other material~~ provisions ~~relating~~of tothe ~~shareholders’ rights or pre~~Sarbanes-~~initial~~Oxley ~~business~~Act ~~combination~~regarding ~~activity.~~adequacy ~~To the extent any~~ of ~~such~~its ~~amendments~~internal ~~would~~controls. beThe ~~deemed~~development ~~to fundamentally change the nature~~ of the ~~securities~~internal ~~offered~~control ~~through~~of ~~the~~any ~~initial~~such ~~public~~entity ~~offering~~to ~~registration~~achieve ~~statement,~~compliance wewith ~~would register, or seek an exemption from registration for,~~ the ~~affected~~Sarbanes-Oxley ~~securities.~~Act Wemay ~~cannot~~increase ~~assure you that we will not seek to amend our charter or governing instruments or extend~~ the time toand ~~consummate~~costs annecessary ~~initial business combination in order~~ to ~~effectuate~~complete ~~our~~any ~~initial~~such business combination.

~~The~~Risks ~~provisions~~Relating ~~of our amended and restated memorandum and articles of association that relate~~ to ~~our~~The ~~pre~~Post-~~business~~Business ~~combination~~Combination ~~activity~~Company (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

~~Our~~Subsequent ~~amended and restated memorandum and articles of association provide that any of its provisions related~~ to ~~pre-business~~our ~~combination~~completion ~~activity (including the requirement to deposit proceeds~~ of ~~the~~our initial ~~public~~business ~~offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances~~combination, ~~and to provide redemption rights to public shareholders as described herein and in~~ the ~~registration~~combined ~~statement~~company ~~relating to the initial public offering) and corresponding provisions of the trust agreement governing the release of funds from our trust account~~ may be ~~amended~~required ifto ~~approved~~take ~~by special resolution, under Cayman Islands law which requires the affirmative vote of at least two~~write-~~thirds~~downs ~~of our ordinary shares which are represented in person~~ or ~~by proxy and are voted at a general meeting of the company. Our initial shareholders~~write-offs, ~~who~~restructuring will collectively beneficially own 20% of our ordinary shares upon the closing of the initial public offering (assuming they do not purchase any units in the initial public offering), will participate in any vote to amend our amended and ~~restated~~impairment ~~memorandum and articles of association and/~~or ~~trust~~other ~~agreement~~charges ~~and~~that ~~will~~could have ~~the~~a ~~discretion~~significant tonegative ~~vote~~effect inon ~~any~~our ~~manner~~financial ~~they choose. As a result~~condition, weresults ~~may be able to amend the provisions~~ of ~~our~~operations ~~amended~~ and ~~restated~~the ~~memorandum~~price ~~and articles~~ of ~~association which govern~~ our ~~pre-business combination behavior more easily than some other special purpose acquisition companies~~securities, ~~and~~which ~~this~~could ~~may~~cause ~~increase~~you ~~our ability~~ to ~~complete~~lose asome ~~business~~or ~~combination~~all ~~with which you do not agree. Our shareholders may pursue remedies against us for any breach~~ of ~~our~~your ~~amended and restated memorandum and articles of association~~investment.

~~Our~~We ~~Sponsor,~~cannot ~~officers~~assure ~~and~~you ~~directors~~that ~~have~~the ~~agreed,~~due ~~pursuant~~diligence towe conduct on a ~~written~~target ~~agreement~~business ~~with~~will ~~us,~~identify all material issues that ~~they~~may ~~will~~be ~~not~~present ~~propose~~within ~~any~~a ~~amendment~~particular target business, that it would be possible to ~~our~~uncover ~~amended~~all ~~and~~material ~~restated~~issues ~~memorandum~~through ~~and~~a ~~articles~~customary amount of ~~association~~due ~~(A) to~~diligence, ~~modify~~or that factors outside of the ~~substance~~target orbusiness ~~timing~~and outside of our ~~obligation~~control will not later arise. As a result of these factors, the combined company may be forced to ~~allow~~later ~~redemption~~write-down inor ~~connection~~write-off ~~with~~assets, restructure our ~~initial~~operations, ~~business~~or ~~combination~~incur impairment or toother ~~redeem~~charges ~~100%~~that ofcould result in our ~~public~~reporting ~~shares~~losses. Even if weour dodue ~~not~~diligence ~~complete~~successfully ~~our~~identifies ~~initial~~certain ~~business~~risks, ~~combination~~unexpected ~~within~~risks ~~the~~may ~~completion~~arise ~~window~~and orpreviously ~~(B) with~~known ~~respect~~risks tomay ~~any~~materialize ~~other~~in ~~material~~a ~~provisions~~manner ~~relating~~not toconsistent ~~shareholders’~~with ~~rights~~our orpreliminary ~~pre-initial~~risk ~~business~~analysis. ~~combination~~Even ~~activity,~~though ~~unless~~these wecharges ~~provide~~may ~~our~~be ~~public~~non-cash ~~shareholders~~items ~~with~~and not have an immediate impact on the ~~opportunity~~combined tocompany’s ~~redeem~~liquidity, ~~their~~the ~~Class A~~fact ~~ordinary~~that ~~shares~~such ~~upon~~company ~~approval~~reports charges of ~~any~~this ~~such~~nature ~~amendment~~could atcontribute ato ~~per-share~~negative ~~price,~~market ~~payable~~perceptions inabout ~~cash~~it or its securities. In addition, ~~equal~~charges toof this nature may cause the ~~aggregate~~combined ~~amount~~company ~~then~~to onviolate ~~deposit~~net inworth ~~the~~or ~~trust~~other ~~account,~~covenants ~~including~~to ~~interest~~which ~~earned~~it onmay ~~the~~be ~~funds~~subject ~~held~~as ina ~~the~~result ~~trust~~of ~~account~~assuming ~~and~~pre-existing ~~not~~debt ~~previously~~held ~~released~~by toa ustarget tobusiness ~~fund~~or ~~our~~by ~~working~~virtue ~~capital~~of ~~requirements~~our ~~(subject~~obtaining debt financing to anpartially ~~aggregate~~finance ~~limit~~the ofinitial ~~$3,000,000)~~business ~~and~~combination ~~less~~or ~~taxes~~thereafter. ~~payable~~Accordingly, ~~divided~~any byholders who choose to retain their securities following the ~~number~~business ofcombination ~~then~~could ~~outstanding~~suffer ~~public~~a ~~shares~~reduction in the value of their securities. ~~Our~~Such shareholders are ~~not~~unlikely ~~parties~~ to, orhave ~~third-party~~a ~~beneficiaries~~remedy ~~of,~~for ~~these~~such ~~agreements~~reduction ~~and,~~in asvalue aunless ~~result,~~they ~~will~~are ~~not~~able ~~have~~to successfully claim that the ~~ability~~reduction was due to ~~pursue~~the ~~remedies~~breach ~~against~~by our ~~Sponsor,~~ officers or directors ~~for~~of ~~any~~a ~~breach~~duty of ~~these~~care ~~agreements.~~or Asother afiduciary ~~result~~duty owed to them, inor ~~the~~if ~~event~~they ofare able to successfully bring a ~~breach,~~private ~~our~~claim ~~shareholders~~under ~~would~~securities ~~need~~laws tothat ~~pursue~~the aproxy ~~shareholder~~solicitation ~~derivative~~or ~~action~~tender offer materials, ~~subject~~as applicable, relating to ~~applicable~~the ~~law~~business combination contained an actionable material misstatement or material omission.

23The 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~~The role of ~~Contents~~an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we expect that certain members of an acquisition candidate’s management team would 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.

WeOur management may not be ~~unable~~able to ~~obtain~~maintain ~~additional~~control ~~financing~~of toa ~~complete~~target business after our initial business combination. orWe tocannot ~~fund~~provide ~~the~~assurance ~~operations~~that, ~~and~~upon ~~growth~~loss of control of a target business, ~~which~~new ~~could~~management ~~compel~~will uspossess tothe ~~restructure~~skills, qualifications or ~~abandon~~abilities anecessary ~~particular~~to ~~business~~profitably ~~combination~~operate such business.

We ~~have~~may ~~not~~structure ~~selected~~our ~~any~~initial ~~specific~~ business combination ~~target~~so ~~but intend to target businesses with enterprise values~~ that ~~are greater than we could acquire with~~ the ~~net~~post-transaction ~~proceeds~~company ofin ~~the~~which ~~initial~~our public ~~offering~~shareholders ~~and~~own ~~the~~shares ~~sale~~will ofown ~~the~~less ~~private~~than ~~placement~~100% ~~warrants. As a result, if the cash portion~~ of the ~~purchase~~equity ~~price~~interests ~~exceeds~~or ~~the~~assets ~~amount available from the trust account, net~~ of ~~amounts~~a ~~needed~~target ~~to satisfy any redemption by public shareholders~~business, but we ~~may~~will beonly ~~required to seek additional financing to~~ complete such ~~proposed initial~~ business combination. ~~We cannot assure you that such financing will be available on acceptable terms,~~ if ~~at all. To~~ the ~~extent~~post-transaction ~~that~~company ~~additional~~owns ~~financing~~or ~~proves~~acquires to50% beor ~~unavailable~~more ~~when~~of ~~needed~~the tooutstanding ~~complete~~voting ~~our~~securities ~~initial~~of ~~business combination, we would be compelled to either restructure~~ the ~~transaction~~target or ~~abandon~~otherwise ~~that~~acquires ~~particular~~a ~~business~~controlling ~~combination~~interest ~~and~~in ~~seek~~the ~~an alternative~~ target ~~business~~sufficient ~~candidate.~~for ~~Further,~~us wenot ~~may~~to be required to ~~obtain~~register ~~additional~~as ~~financing~~an ininvestment ~~connection~~company ~~with~~under the ~~closing~~Investment ofCompany ~~our~~Act. ~~initial~~We ~~business~~will ~~combination~~not ~~for~~consider ~~general~~any ~~corporate~~transaction ~~purposes,~~that ~~including~~does ~~for~~not ~~maintenance~~meet orsuch ~~expansion~~criteria. ofEven ~~operations~~if of the post-transaction ~~businesses,~~company ~~the~~owns ~~payment~~50% ~~of principal~~ or ~~interest~~more ~~due on indebtedness incurred in completing our initial business combination, or to fund the purchase~~ of ~~other companies. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on~~ the ~~liquidation~~voting ofsecurities our trust account, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target, ~~business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of~~ our ~~officers, directors or~~ shareholders ~~is required to provide any financing to us in connection with or after our initial business combination.~~

~~Our~~25 ~~initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.~~

~~Our~~ prior ~~initial~~to ~~shareholders~~the ~~own~~business ~~20%~~combination ~~of our issued and outstanding ordinary shares. Accordingly, they~~ may ~~exert~~collectively aown ~~substantial influence on actions requiring~~ a ~~shareholder~~minority ~~vote,~~interest ~~potentially~~ in athe ~~manner~~post ~~that~~business ~~you~~combination docompany, ~~not~~depending ~~support,~~on ~~including~~valuations ~~amendments~~ascribed to ~~our~~the ~~amended~~target and ~~restated~~us ~~memorandum~~in ~~and articles of association. In addition, prior to~~ the ~~closing of our initial~~ business combination,. ~~only~~For ~~holders~~example, ofwe ~~our~~could ~~Founder~~pursue ~~Shares~~a ~~will~~transaction ~~have~~in ~~the~~which ~~right~~we toissue ~~vote to continue the Company in~~ a ~~jurisdiction~~substantial ~~outside~~number ~~the Cayman Islands (including any special resolution required to amend the constitutional documents~~ of ~~the Company or to adopt~~ new ~~constitutional~~Class A ~~documents~~Ordinary ofShares ~~the Company,~~ in ~~each~~exchange ~~case,~~for asall ~~a result~~ of the ~~Company~~outstanding ~~approving~~capital astock, transfer by way of continuation in a jurisdiction outside the Cayman Islands). This provision of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares ~~which are represented in person~~ or byother ~~proxy~~equity ~~and~~interests ~~are~~of ~~voted at our general meeting. As~~ a ~~result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination~~target.

IfIn ~~our~~this ~~initial~~case, ~~shareholders~~we ~~purchase~~would ~~any~~acquire ~~units~~a in100% ~~the~~interest ~~initial public offering or if our initial shareholders purchase any additional Class A ordinary shares~~ in the ~~aftermarket or in privately negotiated transactions, this would increase their control~~target. ~~Neither our initial shareholders nor~~However, toas ~~our~~a ~~knowledge,~~result ~~any~~ of ~~our~~the ~~officers~~issuance or directors, have any current intention to purchase additional securities, other than as disclosed in this Form 10-K. Factors that would be considered in making such additional purchases would include consideration of ~~the~~a ~~current~~substantial ~~trading~~number ~~price~~ of ~~our~~new Class A ~~ordinary~~Ordinary ~~shares. In addition~~Shares, our ~~board~~shareholders ofimmediately ~~directors,~~prior ~~whose~~to ~~members~~such ~~were~~transaction ~~appointed~~could byown ~~our~~less ~~Sponsor,~~than ~~is and will be divided into three classes, each of which will generally serve for~~ a ~~term~~majority ~~for three years with only one class~~ of ~~directors~~the ~~being~~issued ~~appointed~~and inoutstanding ~~each~~Class A ~~year.~~Ordinary WeShares ~~may~~subsequent ~~not hold an annual or extraordinary general meeting~~ to ~~appoint~~such ~~new~~transaction. ~~directors~~In ~~prior to the completion of our initial business combination~~addition, inother ~~which~~minority ~~case~~shareholders ~~all~~may ofsubsequently ~~the~~combine ~~current~~their ~~directors~~holdings ~~will~~resulting ~~continue~~ in ~~office~~a ~~until~~single atperson ~~least~~or ~~the~~group ~~completion~~obtaining ~~of the business combination. If there is an annual general meeting, as~~ a ~~consequence~~larger ofshare ~~our “staggered” board~~ of ~~directors, only a minority of~~ the ~~board~~company’s ofshares ~~directors~~than ~~will~~we beinitially ~~considered~~acquired. ~~for appointment and our initial shareholders~~Accordingly, ~~because~~this ofmay ~~their~~make ~~ownership~~it ~~position,~~more ~~will~~likely ~~have~~that ~~considerable influence regarding the outcome. Accordingly,~~ our ~~initial~~management ~~shareholders~~ will ~~continue~~not be able to ~~exert~~maintain control atof ~~least until~~ the ~~completion~~target ~~of our initial~~ business ~~combination~~.

~~Because~~We wemay ~~must~~have ~~furnish~~a ~~our~~limited ~~shareholders~~ability ~~with~~to ~~target~~assess ~~business~~the ~~financial~~management ~~statements,~~of wea ~~may~~prospective ~~lose~~target ~~the~~business ~~ability~~and, toas ~~complete~~a anresult, ~~otherwise~~may ~~advantageous~~effect our initial business combination with ~~some~~a ~~prospective~~ target ~~businesses~~business whose management may not have the skills, qualifications or abilities to manage a public company.

~~The~~When ~~federal~~evaluating ~~proxy~~the ~~rules~~desirability ~~require~~of ~~that~~effecting ~~the~~our ~~proxy~~initial ~~statement~~business combination with ~~respect~~a prospective target business, our ability to assess the ~~vote~~target onbusiness’s anmanagement ~~initial~~may ~~business~~be ~~combination~~limited ~~include~~due ~~historical~~to ~~and~~a ~~pro~~lack ~~forma~~of ~~financial~~time, ~~statement~~resources ~~disclosure~~or information. WeOur ~~will~~assessment ~~include~~of the ~~same~~capabilities ~~financial~~of ~~statement~~the ~~disclosure~~target inbusiness’s ~~connection~~management, ~~with~~therefore, ~~our~~may ~~tender~~prove ~~offer~~to ~~documents,~~be ~~whether~~incorrect orand ~~not~~such ~~they~~management ~~are~~may ~~required~~lack ~~under~~ the ~~tender~~skills, ~~offer~~qualifications ~~rules.~~or ~~These~~abilities ~~financial~~we ~~statements~~suspected. ~~may~~Should bethe ~~required~~target tobusiness’s bemanagement ~~prepared~~not inpossess ~~accordance~~the ~~with~~skills, qualifications or beabilities ~~reconciled~~necessary to, ~~GAAP~~manage ora ~~IFRS~~public company, ~~depending on~~ the ~~circumstances~~operations and ~~the~~profitability ~~historical~~of ~~financial~~the ~~statements~~post-combination business may be ~~required~~negatively impacted. Accordingly, any shareholders who choose to beremain ~~audited~~shareholders infollowing ~~accordance~~the ~~with~~business combination could suffer a reduction in the ~~standards~~value of ~~the~~their ~~PCAOB~~shares. ~~These~~Such ~~financial~~shareholders ~~statement~~are ~~requirements~~unlikely ~~may~~to ~~limit~~have ~~the~~a ~~pool~~remedy offor ~~potential~~such ~~target~~reduction ~~businesses~~in wevalue ~~may~~unless ~~acquire~~they ~~because~~are ~~some~~able ~~targets~~to ~~may~~successfully beclaim ~~unable~~that the reduction was due to ~~provide~~the ~~such~~breach ~~financial~~by ~~statements~~our inofficers ~~time~~or ~~for~~directors usof a duty of care or other fiduciary duty owed to ~~disclose~~them, ~~such~~or ~~statements~~if inthey ~~accordance~~are ~~with~~able ~~federal~~to successfully bring a private claim under securities laws that the proxy ~~rules~~solicitation ~~and~~or ~~complete~~tender ~~our~~offer ~~initial~~materials, as applicable, relating to the business combination ~~within~~contained ~~the~~an ~~prescribed~~actionable ~~time~~material ~~frame~~misstatement or material omission.

24We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

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

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

~~Section 404~~Risks ofRelating ~~the~~to ~~Sarbanes-Oxley~~Acquiring ~~Act requires that we evaluate~~ and ~~report~~Operating onA ~~our~~Business system of internal controls beginning with this Annual Report on Form 10-K for the year ending December 31, 2022. Further we are required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in ~~compliance~~Foreign ~~with~~Countries 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 business combination.

~~Risks~~If ~~Relating~~we effect our initial business combination with a company located outside of the United States, we would be subject to ~~The~~a ~~Post-Business~~variety ~~Combination~~of ~~Company~~additional risks that may adversely affect us.

~~Subsequent~~If towe ~~our~~pursue ~~completion~~a target company with operations or opportunities outside of the United States for our initial business combination, we may beface ~~required~~additional toburdens ~~take~~in ~~write-downs~~connection orwith ~~write-offs~~investigating, ~~restructuring~~agreeing to and ~~impairment~~completing orsuch ~~other~~initial ~~charges~~business ~~that~~combination, ~~could~~and ~~have~~if awe ~~significant negative~~ effect onsuch ~~our~~initial ~~financial~~business ~~condition~~combination, ~~results~~we ofwould ~~operations~~be ~~and~~subject ~~the~~to ~~price~~a variety of ~~our~~additional ~~securities,~~risks ~~which~~that ~~could~~may ~~cause~~negatively ~~you~~impact toour ~~lose some or all of your investment~~operations.

~~Even~~If if we ~~conduct~~pursue ~~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 within~~ a ~~particular~~company ~~target~~with ~~business,~~operations ~~that it would be possible to uncover all material issues through a customary amount of due diligence,~~ or ~~that~~opportunities ~~factors~~ outside of the ~~target~~United ~~business~~States ~~and~~for ~~outside of~~ our ~~control~~initial ~~will~~business ~~not later arise. As a result of these factors~~combination, we ~~may~~would be ~~forced~~subject to ~~later~~risks ~~write-down~~associated orwith ~~write~~cross-~~off~~border ~~assets,~~business ~~restructure our operations~~combinations, orincluding ~~incur impairment or other charges that could result~~ in ~~our~~connection ~~reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent~~ with ~~our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity~~investigating, ~~the~~agreeing ~~fact that we report charges of this nature could contribute~~ to ~~negative~~and ~~market~~completing ~~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~~conducting ~~holders~~due ~~who~~diligence ~~choose to retain their securities following the business combination could suffer a reduction~~ in ~~the value of their securities. Such shareholders are unlikely to have~~ a ~~remedy~~foreign ~~for~~jurisdiction, having such ~~reduction~~transaction inapproved ~~value unless they are able to successfully claim that the reduction was due to the breach~~ by ~~our~~any ~~officers~~local ~~or directors of a duty of care or other fiduciary duty owed to them~~governments, orregulators ~~if they are able to successfully bring a private claim under securities laws that the proxy solicitation~~ or ~~tender~~agencies ~~offer~~and ~~materials,~~changes asin ~~applicable, relating to~~ the ~~business~~purchase ~~combination~~price ~~contained~~based anon ~~actionable~~fluctuations ~~material~~in ~~misstatement~~foreign orexchange ~~material omission~~rates.

~~The~~If ~~officers~~we ~~and~~effect ~~directors~~our ofinitial anbusiness ~~acquisition~~combination ~~candidate~~with ~~may~~such ~~resign~~a ~~upon~~company, ~~completion~~we ofwould ~~our~~be ~~initial~~subject ~~business~~to ~~combination.~~any ~~The~~special ~~loss~~considerations ofor arisks ~~business~~associated ~~combination~~with ~~target’s~~companies ~~key~~operating ~~personnel~~in ~~could~~an ~~negatively~~international ~~impact~~setting, ~~the~~including ~~operations~~any ~~and profitability~~ of ~~our~~the ~~post-combination~~following: ~~business.~~

~~The~~• ~~role~~costs ofand andifficulties ~~acquisition~~inherent ~~candidate’s~~in ~~key~~managing ~~personnel~~cross-border ~~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. operations;

~~Our~~26 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.

We• ~~may~~rules 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 usregulations inregarding ~~the~~currency 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. redemption;

25• complex corporate withholding taxes on individuals;

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

In• ~~this~~exchange ~~case,~~listing 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 issued and ~~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~~delisting 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. requirements;

We• ~~may~~tariffs ~~have a limited ability to assess the management of a prospective target business~~ and, astrade ~~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.~~ barriers;

~~When~~• ~~evaluating~~regulations ~~the~~related ~~desirability of effecting our initial business combination with a prospective target business, our ability~~ to ~~assess~~customs 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~~import/export 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 the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. matters;

We• ~~may~~local ~~seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay~~ or ~~prevent~~regional useconomic ~~from~~policies ~~achieving~~and ~~our~~market ~~desired results.~~ conditions;

We• ~~may~~unexpected ~~seek~~changes ~~business~~in ~~combination~~regulatory opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate. requirements;

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

~~Risks~~• ~~Relating~~longer topayment ~~Acquiring and Operating A Business in Foreign Countries~~ cycles;

If• wetax ~~effect~~issues, ~~our~~such ~~initial~~as ~~business~~tax ~~combination~~law ~~with~~changes aand ~~company~~variations ~~located~~in ~~outside~~tax oflaws ~~the~~as ~~United~~compared ~~States, we would be subject~~ to athe ~~variety~~United ~~of additional risks that may adversely affect us.~~ States;

If• wecurrency ~~pursue~~fluctuations ~~a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to~~ and ~~completing~~exchange ~~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.~~ controls;

If• werates ~~pursue a target a company with operations or opportunities outside~~ of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing 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. inflation;

If• wechallenges ~~effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating~~ in ancollecting ~~international~~accounts ~~setting, including any of the following:~~ receivable;

• ~~costs~~cultural and ~~difficulties~~language ~~inherent in managing cross-border business operations~~differences;

• ~~rules~~employment ~~and~~ regulations ~~regarding currency redemption~~;

• ~~complex~~underdeveloped ~~corporate~~or ~~withholding~~unpredictable ~~taxes~~legal onor ~~individuals~~regulatory systems;

26• corruption;

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

• ~~laws~~social ~~governing~~unrest, ~~the~~crime, ~~manner~~strikes, inriots ~~which~~and ~~future~~civil ~~business combinations may be effected~~disturbances;

• ~~exchange~~regime ~~listing~~changes and~~/or~~ ~~delisting~~political ~~requirements~~upheaval;

• ~~tariffs~~terrorist ~~and~~attacks, ~~trade~~natural ~~barriers~~disasters, widespread health emergencies and wars; and

• ~~regulations~~deterioration ~~related~~of topolitical ~~customs~~relations ~~and~~with ~~import/export~~the ~~matters;~~United States.

•We ~~local~~may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, ~~regional~~if ~~economic~~we ~~policies~~complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and ~~market~~results ~~conditions;~~of operations.

•We ~~unexpected~~may ~~changes~~reincorporate in ~~regulatory~~another ~~requirements;~~jurisdiction, which may result in taxes imposed on shareholders or warrant holders.

•We ~~challenges~~may, in ~~managing~~connection with our initial business combination or otherwise and, ~~staffing~~to ~~international~~the ~~operations;~~extent applicable, subject to requisite shareholder approval by special resolution under the Companies Act (with respect to which only holders of Founder Shares will be entitled to vote), 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 our Class A Ordinary Shares or warrants after the reincorporation.

•27 ~~longer payment cycles;~~

•We ~~tax~~may ~~issues~~reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such asjurisdiction ~~tax~~may ~~law~~govern ~~changes~~some ~~and~~or ~~variations~~all inof ~~tax~~our ~~laws~~future asmaterial ~~compared~~agreements and we may not be able to ~~the~~enforce ~~United~~our ~~States;~~legal rights.

•In ~~currency~~connection ~~fluctuations~~with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. For example, in the Business Combination, Pubco is expected to be domiciled in Canada. If we do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and ~~exchange~~the ~~controls;~~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.

•If ~~rates~~our ofmanagement ~~inflation;~~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 ~~challenges~~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 ~~collecting~~place. ~~accounts~~Management ~~receivable;~~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.

•Exchange ~~cultural~~rate fluctuations and ~~language~~currency ~~differences;~~policies may cause a target business’ ability to succeed in the international markets to be diminished.

•In ~~employment~~the ~~regulations;~~event we acquire a non-U.S. target, all revenues and income may be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our 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.

•After ~~underdeveloped~~our orinitial ~~unpredictable~~business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects may be subject, to a significant extent, to the economic, political and legal orpolicies, ~~regulatory~~developments ~~systems;~~and conditions in the country in which we operate.

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

•Risks ~~protection~~Relating ofto ~~intellectual~~Our ~~property;~~Management Team

•We ~~social~~are ~~unrest,~~dependent ~~crime~~upon our officers and directors and their loss, ~~strikes~~or a reduction in the amount of time they can dedicate to our initial business combination, ~~riots~~could ~~and~~adversely ~~civil~~affect ~~disturbances;~~our ability to operate.

•Our ~~regime~~operations ~~changes~~are dependent upon a relatively small group of individuals and, ~~political~~in ~~upheaval;~~particular, our 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 ~~terrorist~~unexpected ~~attacks,~~loss ~~natural~~of ~~disasters,~~the ~~widespread~~services ~~health~~of ~~emergencies~~one ~~and~~or ~~wars;~~more ~~and~~of our directors or officers could have a detrimental effect on us.

•Our ~~deterioration~~ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of ~~political~~our ~~relations~~key ~~with~~personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the ~~United~~operations ~~States~~and profitability of our post-combination business.

WeOur ~~may~~ability ~~not~~to besuccessfully ~~able~~effect toour ~~adequately~~initial ~~address~~business ~~these~~combination ~~additional~~is ~~risks~~dependent upon the efforts of our key personnel. IfThe werole ~~were~~of ~~unable~~our tokey dopersonnel soin the target business, wehowever, ~~may~~cannot presently be ~~unable~~ascertained. toAlthough ~~complete~~some ~~such~~of ~~initial~~our key personnel may remain with the target business ~~combination,~~in senior management or, ifadvisory wepositions ~~complete~~following ~~such~~our initial business combination, ~~our~~it ~~operations~~is ~~might~~likely ~~suffer,~~that ~~either~~some or all of ~~which~~the ~~may~~management ~~adversely~~of ~~impact~~the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, ~~financial~~we ~~condition~~cannot ~~and~~assure ~~results~~you ofthat ~~operations.~~our

We28 ~~may reincorporate in another jurisdiction, which may result in taxes imposed on shareholders or warrant holders.~~

We assessment may, in connection with our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution under the Companies Act (with respect to which only holders of ~~Founder~~these ~~Shares~~individuals will beprove ~~entitled~~ to ~~vote),~~be ~~reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction~~correct. ~~The~~These ~~transaction~~individuals may ~~require~~be aunfamiliar ~~shareholder~~with orthe ~~warrant~~requirements ~~holder~~of tooperating ~~recognize~~a ~~taxable~~company ~~income~~regulated inby the ~~jurisdiction~~SEC, in which ~~the~~could ~~shareholder~~cause orus ~~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~~have ~~any cash distributions~~ to ~~shareholders~~expend ortime ~~warrant~~and ~~holders~~resources tohelping ~~pay~~them ~~such~~become ~~taxes.~~familiar ~~Shareholders or warrant holders may be subject to withholding taxes or other taxes~~ with ~~respect~~such ~~to their ownership of our Class A ordinary shares or warrants after the reincorporation~~requirements.

WeOur key personnel may ~~reincorporate~~negotiate inemployment ~~another~~or ~~jurisdiction~~consulting agreements with a target business in connection with ~~our~~a ~~initial~~particular business combination, and a particular business combination may be conditioned on the ~~laws~~retention or resignation of such ~~jurisdiction~~key personnel. These agreements may ~~govern~~provide ~~some~~for orthem ~~all~~to ofreceive compensation following our ~~future~~initial ~~material~~business ~~agreements~~combination and weas ~~may~~a ~~not~~result, bemay ~~able~~cause them to ~~enforce~~have ~~our~~conflicts ~~legal~~of ~~rights~~interest in determining whether a particular business combination is the most advantageous.

InOur ~~connection~~key ~~with~~personnel ~~our~~may ~~initial~~be ~~business~~able ~~combination,~~to weremain ~~may~~with ~~relocate~~ the ~~home~~combined ~~jurisdiction~~company after the completion of our initial business ~~from~~combination ~~the~~only ~~Cayman~~if ~~Islands~~they are able to ~~another~~negotiate ~~jurisdiction.~~employment Ifor weconsulting ~~determine~~agreements toin doconnection ~~this,~~with the ~~laws~~business ofcombination. ~~such~~Such ~~jurisdiction~~negotiations ~~may~~would ~~govern~~take ~~some~~place orsimultaneously ~~all~~with the negotiation of ~~our~~the ~~future~~business ~~material~~combination ~~agreements.~~and ~~The~~could ~~system~~provide offor ~~laws~~such ~~and~~individuals to receive compensation in the ~~enforcement~~form of ~~existing~~cash ~~laws~~payments inand/or ~~such~~our ~~jurisdiction~~securities ~~may~~for ~~not~~services bethey aswould ~~certain~~render into ~~implementation~~us ~~and~~after ~~interpretation~~the ascompletion inof the ~~United~~business ~~States~~combination. ~~The~~Such ~~inability~~negotiations toalso ~~enforce~~could make such key personnel’s retention or ~~obtain~~resignation a ~~remedy~~condition ~~under~~to any such agreement. The personal and financial interests of ~~our~~such ~~future~~individuals ~~agreements~~may ~~could~~influence ~~result~~their motivation in aidentifying ~~significant~~and ~~loss~~selecting ofa target business, ~~business~~subject ~~opportunities~~to ortheir ~~capital~~fiduciary duties under Cayman Islands law.

27Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

~~Table~~Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of ~~Contents~~interest in allocating their time between our operations and completing an initial 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 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. Our independent directors also serve as officers and board members for other entities. 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.

WeOur ~~are~~officers ~~subject~~and todirectors ~~changing~~presently ~~law~~have, and ~~regulations~~any ~~regarding~~of ~~regulatory~~them ~~matters~~in the future may have additional, ~~corporate~~fiduciary ~~governance~~or ~~and~~contractual ~~public~~obligations ~~disclosure~~to ~~that~~other ~~have~~entities, ~~increased~~including ~~both~~other ~~our~~blank ~~costs~~check companies, and, ~~the~~accordingly, ~~risk~~may have conflicts of ~~non-compliance~~interest in allocating their time and in determining to which entity a particular business opportunity should be presented.

WeOur ~~are~~Sponsor, ~~subject~~its tomanaging ~~rules~~members, and ~~regulations~~our byofficers ~~various~~and ~~governing~~directors ~~bodies~~are, ~~including,~~or ~~for~~may ~~example,~~in the ~~SEC~~future become, ~~which~~affiliated with entities (such as operating companies or investment vehicles) that are ~~charged~~engaged in a similar business. We do not have employment contracts with ~~the~~our ~~protection~~officers and directors that will limit their ability to work at other businesses. Each of ~~investors~~our officers and ~~the~~directors ~~oversight~~presently has, and any of ~~companies~~them ~~whose~~in ~~securities~~the ~~are~~future ~~publicly~~may ~~traded~~have, ~~and~~additional fiduciary or contractual obligations to ~~new~~other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and ~~evolving~~a ~~regulatory~~potential ~~measures~~target business may be presented to such other blank check companies prior to its presentation to us, subject to their fiduciary duties under ~~applicable~~Cayman Islands law. Our ~~efforts~~Articles provide that, to ~~comply~~the ~~with~~fullest ~~new~~extent ~~and~~permitted ~~changing~~by ~~laws~~applicable ~~and~~law: ~~regulations~~(i) no individual serving as a director or an officer shall have ~~resulted~~any induty, except and ~~are~~to ~~likely~~the toextent ~~continue~~expressly assumed by contract, to ~~result~~refrain from engaging directly or indirectly in, ~~increased~~the ~~general~~same ~~and~~or ~~administrative~~similar ~~expenses~~business ~~and~~activities aor ~~diversion~~lines of ~~management~~business ~~time~~as us; and ~~attention~~(ii) we ~~from~~renounce ~~revenue-~~any ~~generating~~interest ~~activities~~or expectancy in, or in being offered an opportunity to ~~compliance~~participate ~~activities~~in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

~~Moreover~~In addition, ~~because~~our ~~these~~Sponsor ~~laws,~~and ~~regulations~~our officers and ~~standards~~directors ~~are~~may ~~subject~~Sponsor toor ~~varying~~form ~~interpretations,~~other ~~their~~special ~~application~~purpose inacquisition ~~practice~~companies ~~may~~with ~~evolve~~acquisition ~~over~~objectives ~~time~~that asare ~~new~~similar ~~guidance~~to ~~becomes~~ours ~~available.~~or ~~This~~may ~~evolution~~pursue ~~may~~other ~~result~~business inor ~~continuing~~investment ~~uncertainty~~ventures ~~regarding~~during ~~compliance~~the ~~matters~~period ~~and~~in ~~additional~~which ~~costs~~we ~~necessitated~~are byseeking ~~ongoing~~an ~~revisions~~initial tobusiness ~~our~~combination. ~~disclosure~~Any ~~and~~such ~~governance~~companies, ~~practices.~~businesses Ifor weinvestments ~~fail~~may topresent ~~address~~additional ~~and~~conflicts ~~comply~~of ~~with~~interest ~~these~~in ~~regulations~~pursuing ~~and~~an ~~any~~initial ~~subsequent~~business ~~changes~~combination. However, we ~~may~~do benot ~~subject~~believe tothat ~~penalty~~any ~~and~~such potential conflicts would materially affect our ~~business~~ability ~~may~~to becomplete ~~harmed~~our initial business combination.

IfOur ~~our~~officers, ~~management~~directors, ~~following~~security ~~our~~holders ~~initial~~and ~~business~~their ~~combination~~respective isaffiliates ~~unfamiliar with United States securities laws, they~~ may have tocompetitive ~~expend~~pecuniary ~~time~~interests ~~and~~that ~~resources~~conflict ~~becoming familiar~~ with ~~such~~our ~~laws, which could lead to various regulatory issues~~interests.

~~Following~~We ~~our~~have ~~initial~~not ~~business~~adopted ~~combination,~~a ~~our~~policy ~~management~~that ~~may~~expressly ~~resign~~prohibits ~~from~~our ~~their~~directors, ~~positions~~officers, assecurity ~~officers~~holders or ~~directors~~affiliates offrom ~~the~~having ~~company~~a ~~and~~direct ~~the~~or ~~management~~indirect ofpecuniary ~~the~~or ~~target~~financial ~~business~~interest ~~at the time of the business combination will remain~~ in ~~place.~~any ~~Management~~investment ~~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~~acquired ~~and~~or ~~time-consuming~~disposed ~~and~~of ~~could~~by ~~lead~~us toor ~~various~~in ~~regulatory~~any ~~issues~~transaction ~~which may adversely affect our operations.~~

~~Exchange~~29 ~~rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.~~

In to ~~the~~which ~~event~~ we ~~acquire~~are a ~~non-U.S. target,~~party ~~all~~or ~~revenues~~have ~~and~~an 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 currencyinterest. ~~The~~In ~~value of the currencies in our target regions fluctuate and are affected by~~fact, ~~among~~we ~~other~~may ~~things,~~enter ~~changes~~into ina ~~political~~business ~~and~~combination ~~economic~~with ~~conditions.~~a ~~Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any~~ target business ~~or,~~that ~~following~~is ~~consummation~~affiliated ofwith our ~~initial business combination~~Sponsor, our ~~financial~~directors ~~condition~~or ~~and~~officers. ~~results~~Nor ofdo ~~operations.~~we ~~Additionally,~~have if a ~~currency~~policy ~~appreciates~~that inexpressly ~~value~~prohibits ~~against~~any ~~the~~such ~~dollar~~persons ~~prior~~from toengaging ~~the~~for ~~consummation~~their ofown ~~our~~account ~~initial~~in business ~~combination,~~activities ~~the cost~~ of athe ~~target~~types ~~business~~conducted asby ~~measured~~us. inAccordingly, ~~dollars~~such ~~will~~persons ~~increase,~~or ~~which~~entities may ~~make~~have ita ~~less~~conflict ~~likely~~between ~~that~~their weinterests ~~are~~and ~~able to consummate such transaction~~ours.

~~After~~The ~~our~~personal ~~initial~~and ~~business~~financial ~~combination,~~interests ~~substantially all~~ of our ~~assets~~directors and officers may beinfluence ~~located~~their motivation in timely identifying and selecting a ~~foreign~~target ~~country~~business and ~~substantially~~completing ~~all~~a ofbusiness combination. Consequently, our ~~revenue~~directors’ ~~will~~and beofficers’ ~~derived~~discretion ~~from~~in ~~our~~identifying ~~operations~~and selecting a suitable target business may result in ~~such~~a ~~country.~~conflict ~~Accordingly~~of interest when determining whether the terms, ~~our~~conditions ~~results~~and timing of ~~operations~~a particular business combination are appropriate and ~~prospects~~in ~~will~~our beshareholders’ ~~subject~~best interest. If this were the case, toit would be a ~~significant~~breach ~~extent,~~of their fiduciary duties to ~~the~~us ~~economic,~~as ~~political~~a matter of Cayman Islands law and ~~legal~~we ~~policies~~or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, ~~developments~~we ~~and~~might ~~conditions~~not inultimately ~~the~~be ~~country~~successful in ~~which~~any claim we ~~operate~~may make against them for such reason.

~~The~~We economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not behave ~~sustained~~sufficient infunds 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~~satisfy anindemnification ~~attractive~~claims ~~target~~of ~~business with which to consummate~~ our ~~initial~~directors ~~business combination~~ and ~~if we effect our initial business combination, the ability of that target business to become profitable~~officers.

~~Risks~~We ~~Relating~~have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our ~~Management~~obligation ~~Team~~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.

WeOur ~~are~~Letter ~~dependent~~Agreement ~~upon~~with our Sponsor, officers and directors ~~and~~may ~~their~~be ~~loss,~~amended orwithout ashareholder ~~reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our ability to operate~~approval.

Our ~~operations~~Letter ~~are~~Agreement ~~dependent~~with ~~upon~~our aSponsor, ~~relatively~~officers ~~small~~and ~~group~~directors ofcontain ~~individuals~~provisions ~~and,~~relating into ~~particular,~~transfer ~~our~~restrictions ~~officers~~of ~~and~~our ~~directors.~~Founder WeShares ~~believe~~and ~~that~~private ~~our~~placement ~~success~~warrants, ~~depends~~indemnification onof the ~~continued~~Trust ~~service~~Account, waiver of ~~our~~redemption ~~officers~~rights and ~~directors,~~participation atin ~~least~~liquidating ~~until~~distributions wefrom ~~have~~the ~~completed~~Trust ~~our~~Account. ~~initial~~The ~~business~~Letter ~~combination.~~Agreement Inmay ~~addition,~~be ~~our~~amended ~~officers~~without ~~and~~shareholder ~~directors~~approval ~~are~~(although ~~not~~releasing ~~required~~the parties from the restriction not to ~~commit~~transfer ~~any~~the ~~specified~~Founder ~~amount~~Shares for 185 days following the date of ~~time~~the toinitial ~~our~~public ~~affairs~~offering ~~and,~~registration ~~accordingly,~~statement will ~~have~~require ~~conflicts~~the prior written consent of ~~interest~~the inunderwriters). ~~allocating~~It ~~their~~may ~~time~~be ~~among~~possible ~~various~~that ~~business~~our ~~activities~~board, ~~including~~in ~~identifying~~exercising ~~potential~~its business ~~combinations~~judgment and ~~monitoring~~subject to its fiduciary duties, chooses to approve one or more amendments to the ~~related~~Letter ~~due~~Agreement ~~diligence~~prior to our initial business combination. WeAny dosuch amendments to the Letter Agreement would not ~~have~~require anapproval ~~employment~~from ~~agreement~~our ~~with,~~shareholders orand ~~key-man~~may ~~insurance~~have an adverse effect on the ~~life~~value of, ~~any~~an ofinvestment in our ~~directors or officers~~securities.

~~The~~Risks ~~unexpected~~Relating ~~loss~~to ofOur ~~the~~Securities ~~services of one or more of our directors or officers could have a detrimental effect on us.~~

28You 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.

~~Table~~Our public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: ~~Contents~~(i) our completion of an initial business combination, and then only in connection with those Class A Ordinary Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein and in the registration statement relating to the initial public offering, (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (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 and in the registration statement relating to the initial public offering. 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~~Nasdaq ~~ability~~may todelist ~~successfully effect~~ our ~~initial~~securities ~~business~~from ~~combination~~trading ~~and~~on toits beexchange, ~~successful~~which ~~thereafter~~could ~~will~~limit beinvestors’ ~~dependent~~ability ~~upon~~to ~~the~~make ~~efforts~~transactions ofin our ~~key~~securities ~~personnel,~~and ~~some~~subject ~~of whom may join~~ us ~~following~~to ~~our~~additional ~~initial~~trading ~~business combination~~restrictions. ~~The loss of key personnel could negatively impact the operations and profitability of our post-combination business.~~

Our ~~ability~~units, toClass A ~~successfully~~Ordinary ~~effect~~Shares ~~our~~and ~~initial~~public ~~business~~warrants ~~combination~~are islisted ~~dependent~~on ~~upon the efforts of our key personnel~~Nasdaq. ~~The~~We ~~role of our key personnel in the target business, however,~~ cannot ~~presently~~assure beyou ~~ascertained.~~that ~~Although some of~~ our ~~key~~securities ~~personnel~~will ~~may~~continue ~~remain~~to ~~with~~be ~~the~~listed ~~target~~on ~~business~~Nasdaq in ~~senior~~the ~~management~~future or ~~advisory~~prior ~~positions~~to ~~following~~ our initial business combination~~, it is likely that some or all of the management of the target business will remain in place~~. ~~While~~In weorder ~~intend~~ to ~~closely~~continue ~~scrutinize~~listing ~~any~~our ~~individuals~~securities weon ~~engage~~Nasdaq ~~after~~prior to our initial business combination, we ~~cannot~~must ~~assure~~maintain ~~you~~certain ~~that~~financial, ~~our~~distribution ~~assessment~~and ofshare ~~these~~price ~~individuals will prove to be correct~~levels. ~~These~~Generally, ~~individuals~~we ~~may~~must bemaintain ~~unfamiliar~~a ~~with~~minimum ~~the~~market ~~requirements~~value of ~~operating~~our alisted ~~company~~securities ~~regulated~~of by$50 million ~~the SEC, which could cause us to have to expend time~~ and ~~resources~~a ~~helping~~minimum ~~them become familiar with such requirements.~~

~~Our~~30 key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our 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.

~~Our~~ number ~~key~~of ~~personnel~~holders ~~may~~of beour ~~able~~securities to(300 ~~remain~~public ~~with~~holders). ~~our~~Additionally, ~~company~~in ~~after~~connection ~~the~~with ~~completion of~~ our initial business combination, ~~only~~we ifwill ~~they~~be ~~are~~required ~~able~~ to ~~negotiate~~demonstrate ~~employment~~compliance orwith ~~consulting~~Nasdaq’s ~~agreements~~initial inlisting ~~connection~~requirements, ~~with~~which ~~the~~are ~~business~~more ~~combination~~rigorous than Nasdaq’s continued listing requirements. ~~Such~~For ~~negotiations~~instance, ~~would~~unless ~~take~~we ~~place~~decide ~~simultaneously~~to ~~with~~list ~~the~~on ~~negotiation~~a ofdifferent Nasdaq tier such as the ~~business~~Nasdaq ~~combination~~Capital ~~and~~Market ~~could~~which ~~provide~~has ~~for~~different ~~such~~initial ~~individuals~~listing requirements, our bid price would generally be required to ~~receive~~be ~~compensation~~at inleast ~~the~~$4.00 ~~form~~per ofshare, ~~cash~~the ~~payments~~market ~~and/or~~value of our listed securities ~~for~~would ~~services~~be ~~they~~required ~~would~~to ~~render~~be toat usleast ~~after~~$75 million, the ~~completion~~market value of ~~the~~our ~~business~~unrestricted ~~combination.~~publicly ~~Such~~held ~~negotiations~~shares ~~also~~would ~~could~~be ~~make~~required ~~such~~to ~~key~~be ~~personnel’s~~at ~~retention~~least or$20 million ~~resignation~~and awe ~~condition~~would be required to ~~any~~have ~~such~~a ~~agreement.~~minimum ~~The~~of ~~personal~~400 ~~and~~round ~~financial~~lot ~~interests~~holders of ~~such~~our ~~individuals~~securities, ~~may~~with ~~influence~~at ~~their~~least ~~motivation~~50% inof ~~identifying~~such ~~and~~round ~~selecting~~lot holders holding securities with a ~~target~~market ~~business~~value of at least $2,500. ~~subject~~We cannot assure you that we will be able to ~~their~~meet ~~fiduciary~~those ~~duties~~initial ~~under~~listing ~~Cayman~~requirements ~~Islands~~at ~~law~~that time.

~~Our~~If ~~officers~~Nasdaq ~~and~~delists ~~directors~~our ~~will~~securities ~~allocate~~from ~~their~~trading ~~time~~on toits ~~other~~exchange ~~businesses~~and ~~thereby~~we ~~causing~~are ~~conflicts~~not ofable ~~interest~~to inlist ~~their~~our ~~determination~~securities ason toanother ~~how~~national ~~much~~securities ~~time~~exchange, towe ~~devote~~expect to our ~~affairs.~~securities ~~This~~could ~~conflict~~be ofquoted ~~interest~~on ~~could~~an ~~have~~over-the-counter amarket. ~~negative~~If ~~impact~~this onwere ~~our~~to ~~ability~~occur, towe ~~complete~~could ~~our~~face ~~initial~~significant ~~business~~material ~~combination.~~adverse consequences, including:

~~Our~~• ~~officers and directors are not required to, and will not, commit their full time to our affairs, which may result in~~ a ~~conflict~~limited ofavailability ~~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~~market ~~initial~~quotations ~~business combination. Each of our officers is engaged in 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. Our independent directors also serve as officers and board members for other entities. 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. securities;

~~Our~~• ~~officers~~reduced ~~and~~liquidity ~~directors~~for ~~presently~~our have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented. securities;

~~Until~~• wea ~~consummate~~determination ~~our~~that ~~initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor, its managing members, and~~ our ~~officers~~Class ~~and~~A ~~directors~~Ordinary ~~are,~~Shares ~~or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that~~ are ~~engaged in~~ a ~~similar~~“penny ~~business.~~stock” We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which ~~such officer or director is or~~ will berequire ~~required~~brokers totrading ~~present a business combination opportunity to such entities. Accordingly, they may have conflicts of interest~~ in ~~determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in~~ our ~~favor~~Class ~~and~~A aOrdinary ~~potential~~Shares ~~target business may be presented~~ to ~~such~~adhere ~~other blank check companies prior~~ to ~~its~~more ~~presentation~~stringent torules ~~us, subject to their fiduciary duties under Cayman Islands law. Our amended~~ and ~~restated~~possibly ~~memorandum~~result ~~and~~in ~~articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as~~ a ~~director~~reduced orlevel anof ~~officer~~trading ~~shall~~activity ~~have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly~~ in the ~~same~~secondary ortrading ~~similar~~market business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for ~~any~~our ~~director or officer, on the one hand, and us, on the other.~~ securities;

29• a limited amount of news and analyst coverage; and

~~Table~~• ofa ~~Contents~~decreased ability to issue additional securities or obtain additional financing in the future.

InThe ~~addition~~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.” Because our ~~Sponsor~~Class A Ordinary Shares and public warrants are listed on Nasdaq, our ~~officers~~units, ~~and~~Class A ~~directors~~Ordinary ~~may~~Shares ~~Sponsor~~and orpublic ~~form~~warrants ~~other~~qualify ~~special~~as ~~purpose~~covered ~~acquisition~~securities ~~companies~~under ~~with~~the ~~acquisition~~statute. ~~objectives~~Although ~~that~~the states are ~~similar~~preempted from regulating the sale of our securities, the federal statute does allow the states to ~~ours~~investigate orcompanies ~~may~~if ~~pursue~~there ~~other~~is ~~business~~a orsuspicion ~~investment~~of ~~ventures~~fraud, ~~during~~and, if there is a finding of fraudulent activity, then the ~~period~~states can regulate or bar the sale of covered securities in ~~which~~a particular case. While we are ~~seeking~~not anaware ~~initial~~of ~~business~~a ~~combination.~~state ~~Any~~having ~~such~~used these powers to prohibit or restrict the sale of securities issued by blank check companies, ~~businesses~~other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or ~~investments~~threaten ~~may~~to ~~present~~use ~~additional~~these ~~conflicts~~powers, to hinder the sale of ~~interest~~securities inof ~~pursuing~~blank ancheck ~~initial~~companies ~~business~~in ~~combination~~their states. ~~However~~Further, if we dowere ~~not~~no ~~believe~~longer ~~that~~listed ~~any~~on ~~such~~Nasdaq, ~~potential~~our ~~conflicts~~securities would ~~materially~~not ~~affect~~qualify ~~our~~as ~~ability~~covered securities under the statute and we would be subject to ~~complete~~regulation ~~our~~in ~~initial~~each ~~business~~state ~~combination~~in which we offer our securities.

~~Our~~The ~~officers,~~nominal ~~directors,~~purchase ~~security~~price ~~holders~~paid ~~and~~by ~~their~~our ~~respective~~Sponsor ~~affiliates~~for the Founder Shares may ~~have~~significantly ~~competitive~~dilute ~~pecuniary~~the ~~interests~~implied ~~that~~value ~~conflict~~of ~~with~~your public shares in the event we consummate an initial business combination, and our ~~interests~~Sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.

WeWhile ~~have~~we ~~not~~offered ~~adopted~~our aunits ~~policy~~at ~~that~~an ~~expressly~~offering ~~prohibits~~price of $10.00 per unit and the amount in our ~~directors,~~Trust ~~officers~~Account is $10.00 per public share, ~~security~~implying ~~holders~~an orinitial ~~affiliates~~value ~~from~~of ~~having~~$10.00 aper ~~direct~~public orshare, ~~indirect~~our ~~pecuniary~~Sponsor orpaid ~~financial~~only ~~interest~~a innominal ~~any~~aggregate ~~investment~~purchase toprice beof ~~acquired~~$25,000 for the Founder Shares, or ~~disposed~~approximately $0.0012 per share. As a result, the value of byyour uspublic orshares inmay ~~any~~be ~~transaction~~significantly todiluted ~~which~~in the event we ~~are~~consummate aan ~~party~~initial orbusiness ~~have~~combination, anincluding ~~interest~~the Business Combination. InFor ~~fact~~example, wethe ~~may~~following ~~enter~~table ~~into~~shows athe ~~business~~public ~~combination~~shareholders’ ~~with~~and aSponsor’s ~~target~~investment ~~business~~per share and how that iscompares ~~affiliated~~to ~~with~~the implied value of one of our ~~Sponsor,~~shares upon the consummation of our ~~directors~~initial orbusiness ~~officers,~~combination ~~although~~if at that time we dowere ~~not~~valued ~~intend~~at to$750,000,000, dowhich ~~so.~~is ~~Nor~~the doamount we would have afor ~~policy~~our ~~that~~initial ~~expressly~~business ~~prohibits~~combination ~~any~~in ~~such~~the ~~persons~~Trust ~~from~~Account ~~engaging~~assuming ~~for~~no ~~their~~interest ~~own~~is ~~account~~earned inon ~~business~~the ~~activities~~funds ofheld in the ~~types~~Trust ~~conducted~~Account byand usno public shares are redeemed in connection with our initial business combination. ~~Accordingly,~~At such ~~persons~~valuation, oreach ~~entities~~of ~~may~~our ordinary shares would have an implied value of $8.00 per share, which is a ~~conflict~~20% ~~between~~decrease ~~their~~as ~~interests~~compared ~~and~~to ~~ours~~the initial implied value per public share of $10.00.

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


Public shares		75,000,000
Founder Shares		18,750,000
Total shares		93,750,000
Total funds in trust available for initial business combination⁽¹⁾	$	750,000,000
Implied value per share⁽¹⁾⁽²⁾	$	8.00
Public shareholders’ investment per share⁽³⁾	$	10.00
Sponsor’s investment per share⁽⁴⁾	$	0.94

We(1) ~~may~~Does not ~~have~~take ~~sufficient~~into ~~funds~~account other potential impacts on our valuation at the time of the business combination, such as the value of our public and private warrants (which public and private warrants are expected to ~~satisfy~~be ~~indemnification~~exchanged ~~claims~~for cash and forfeited, respectively, in connection with the closing of the Business Combination), the trading price of our ~~directors~~public shares, the terms of the business combination transaction (including any equity issued to or retained by, or cash or other consideration paid to, the target’s shareholder or other third parties and ~~officers.~~the fact that in connection

We31 have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate 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.

~~Our~~with ~~letter~~the ~~agreement~~Business ~~with~~Combination, ~~our~~all Founder Shares in excess of 1,800,000 Founder Shares held by the Sponsor will be repurchased by the Company for $1 and 2,200,000 ~~officers~~options of the Company), the business combination transaction costs, or the target’s business itself, including its assets, liabilities, management and ~~directors~~prospects. For instance, the potential dilution experienced by holders of our ordinary shares may be ~~amended~~mitigated ~~without~~if ~~shareholder~~the ~~approval.~~business combination agreement is structured such that the potential dilutive impact of the Founder Shares is borne by all shareholders in the pro forma company.

~~Our~~(2) ~~letter~~Note ~~agreement~~that ~~with~~redemptions of our ~~Sponsor,~~public ~~officers~~shares ~~and~~in ~~directors~~connection ~~contain~~with ~~provisions relating to transfer restrictions of~~ our ~~Founder~~initial ~~Shares~~business ~~and~~combination ~~private~~would ~~placement~~further ~~warrants,~~reduce ~~indemnification of~~ the ~~trust~~implied ~~account,~~value ~~waiver~~ of ~~redemption~~our ~~rights~~ordinary ~~and participation in liquidating distributions from the trust account~~shares. ~~The~~For ~~letter~~instance, ~~agreement~~in ~~may~~this beexample, ~~amended~~if ~~without~~50% ~~shareholder approval (although releasing the parties from the restriction not to transfer the Founder Shares for 185 days following the date~~ of the ~~initial~~ public ~~offering~~shares ~~registration~~were ~~statement~~redeemed ~~will~~in ~~require~~connection ~~the~~with ~~prior written consent of the underwriters). While we do not expect~~ our ~~board to approve any amendment to the letter agreement prior to our~~ initial business combination, ~~it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to~~ the ~~letter~~implied ~~agreement.~~value ~~Any~~per ~~such~~ordinary ~~amendments~~share ~~to the letter agreement~~ would ~~not~~be ~~require approval from our shareholders and may have an adverse effect on the value of an investment in our securities~~$6. 67.

~~Risks~~(3) ~~Relating~~While the public shareholders’ investment is in both the public shares and the public warrants, for purposes of this table the full investment amount is ascribed to ~~Our~~the ~~Securities~~public shares only.

~~You~~(4) ~~will~~The ~~not~~Sponsor’s ~~have~~total ~~any~~investment ~~rights or interests~~ in ~~funds~~the ~~from~~equity of the ~~trust account~~company, ~~except~~inclusive ~~under~~of ~~certain~~the ~~limited~~Founder ~~circumstances.~~Shares ~~Therefore,~~and tothe ~~liquidate~~Sponsor’s ~~your~~$17,600,000 investment, ~~you~~in ~~may~~the beprivate ~~forced~~placement ~~to sell your public shares or~~ warrants, ~~potentially~~is ~~at a loss~~$17,625,000.

~~Our~~While the implied value of our public ~~shareholders~~shares ~~will~~may be ~~entitled~~diluted, the implied value of $8.00 per share in the example above would represent a significant implied profit for our Sponsor relative to ~~receive~~the ~~funds~~initial ~~from~~purchase price of the ~~trust~~Founder ~~account~~Shares. ~~only~~Our ~~upon~~Sponsor invested an aggregate of $17,625,000 in us in connection with the ~~earliest~~initial topublic ~~occur~~offering, comprised of: the $25,000 purchase price for the Founder Shares and the $17,600,000 purchase price for the private placement warrants. At $8.00 per share, the 18,750,000 Founder Shares would have an aggregate implied value of $150,000,000. As a result, even if the trading price of our ordinary shares significantly declines (i) whether because of a substantial amount of redemptions of our ~~completion~~public shares or for any other reason) and not taking into account the forfeiture of any securities by our Sponsor in connection with the Business Combination, our Sponsor would stand to make significant profit on its investment in us in the event we close an initial business combination. Under these circumstances, ~~and~~our ~~then~~Sponsor ~~only~~could potentially recoup its entire investment in ~~connection~~us ~~with~~even ~~those~~if ~~Class A~~the trading price of our ordinary shares ~~that~~were ~~such~~as ~~shareholder~~low ~~properly~~as ~~elected~~$0.94 toper ~~redeem~~share and even if the private placement warrants are worthless. As a result, ~~subject~~our Sponsor is likely to ~~the~~make ~~limitations~~a ~~and~~substantial profit on ~~the~~its ~~conditions~~investment ~~described~~in ~~herein~~us ~~and~~even inif we consummate an initial business combination that causes the ~~registration~~trading ~~statement~~price ~~relating~~of our ordinary shares to decline, while our public shareholders who purchased their units in the initial public offering, ~~(ii) the~~could ~~redemption~~lose ofsignificant ~~any~~value in their public shares. ~~properly~~Our ~~submitted~~Sponsor inmay ~~connection~~therefore be economically incentivized to consummate an initial business combination with a ~~shareholder~~riskier, ~~vote~~weaker-performing toor ~~amend~~less-established target business than would be the case if our ~~amended~~Sponsor ~~and~~had ~~restated~~paid ~~memorandum~~the ~~and~~same ~~articles~~per ofshare ~~association~~price ~~(A) to~~for the Founder Shares as our public shareholders paid for their public shares.

30Because 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.

~~Table~~We are an exempted company incorporated under the laws of ~~Contents~~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.

~~modify~~Our ~~the~~corporate ~~substance~~affairs orwill ~~timing~~be ofgoverned by our ~~obligation~~Articles, tothe ~~allow~~Companies ~~redemption~~Act in(as ~~connection~~the ~~with~~same ~~our~~may ~~initial~~be ~~business~~supplemented ~~combination~~ or toamended ~~redeem~~from ~~100%~~time ofto ~~our~~time) ~~public~~and ~~shares~~the ifcommon welaw doof ~~not~~the ~~complete~~Cayman ~~our~~Islands. ~~initial~~We ~~business~~will ~~combination~~also ~~within~~be ~~the~~subject ~~completion~~to ~~window~~the orfederal ~~(B) with~~securities ~~respect~~laws toof ~~any~~the ~~other~~United ~~material~~States. ~~provisions~~The ~~relating~~rights toof shareholders’ ~~rights~~to ortake ~~pre-initial~~action ~~business~~against ~~combination~~the ~~activity~~directors, actions by minority shareholders and ~~(iii)~~ the ~~redemption~~fiduciary responsibilities of our ~~public~~directors ~~shares~~to ifus weunder ~~are~~Cayman ~~unable~~Islands tolaw ~~complete~~are anto ~~initial~~a ~~business~~large ~~combination~~extent ~~within~~governed by the ~~completion~~common ~~window,~~law ~~subject~~of tothe ~~applicable~~Cayman Islands. The common law ~~and~~of asthe ~~further~~Cayman ~~described~~Islands ~~herein~~is ~~and~~derived in ~~the~~part ~~registration~~from ~~statement~~comparatively ~~relating~~limited tojudicial ~~the~~precedent ~~initial~~in ~~public~~the ~~offering.~~Cayman InIslands noas ~~other~~well ~~circumstances~~as ~~will~~from aEnglish ~~public~~common ~~shareholder~~law, ~~have~~the ~~any~~decisions ~~right~~of orwhose ~~interest~~courts are of ~~any~~persuasive ~~kind~~authority, but are not binding on a court in the ~~trust~~Cayman ~~account~~Islands. ~~Holders~~The rights of ~~warrants~~our ~~will~~shareholders ~~not~~and ~~have~~the ~~any~~fiduciary ~~right~~responsibilities toof ~~the~~our ~~proceeds~~directors ~~held~~under inCayman ~~the~~Islands ~~trust~~law ~~account~~are ~~with~~different ~~respect~~from towhat they would be under statutes or judicial precedent in some jurisdictions in the ~~warrants~~United States. ~~Accordingly~~In particular, the Cayman Islands has a different body of securities laws as compared to ~~liquidate~~the ~~your~~United ~~investment~~States, ~~you~~and certain states, such as Delaware, may behave ~~forced~~more tofully ~~sell~~developed ~~your~~and ~~public~~judicially ~~shares~~interpreted orbodies ~~warrants~~of corporate law. In addition, ~~potentially~~Cayman atIslands companies may not have standing to initiate a ~~loss~~shareholders derivative action in a Federal court of the United States.

~~Nasdaq~~We ~~may~~have ~~delist~~been advised by Maples and Calder (Cayman) LLP, 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 ~~from~~laws ~~trading~~of onthe ~~its~~United ~~exchange~~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 ~~could~~judgment ~~limit~~has ~~investors’~~been ~~ability~~given provided certain conditions are met. For a foreign judgment to ~~make~~be ~~transactions~~enforced in ~~our~~the ~~securities~~Cayman Islands, such judgment must be final and ~~subject~~conclusive usand 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 ~~additional~~natural ~~trading~~justice ~~restrictions~~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.

~~Our~~32 units, Class A ordinary shares and warrants are listed on Nasdaq. Although after giving effect to the initial public offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq listing standards, 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 market value of our listed securities of $50 million and a minimum number of holders of our securities (300 public 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, unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital Market which has different initial listing requirements, our share price would generally be required to be at least $4.00 per share the market value of our listed securities would be required to be at least $75 million, the market value of our unrestricted publicly held shares would be required to be at least $20 million and 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. We cannot assure you that we will be able to meet those initial listing requirements at that time.

IfAs ~~Nasdaq~~a ~~delists~~result ~~our~~of ~~securities~~all ~~from~~of ~~trading~~the onabove, ~~its~~public ~~exchange~~shareholders ~~and~~may wehave ~~are~~more ~~not~~difficulty ~~able~~in toprotecting ~~list~~their ~~our~~interests ~~securities~~in onthe ~~another~~face ~~national~~of ~~securities~~actions ~~exchange,~~taken weby ~~expect~~management, ~~our~~members ~~securities~~of ~~could~~the beboard ~~quoted~~of ondirectors anor ~~over-the-counter~~controlling ~~market.~~shareholders Ifthan ~~this~~they ~~were~~would toas ~~occur,~~public weshareholders ~~could~~of ~~face~~a ~~significant~~United ~~material~~States ~~adverse~~company. ~~consequences, including:~~

•After aour ~~limited~~initial ~~availability~~business combination, it is possible that a majority of ~~market~~our ~~quotations~~directors ~~for~~and officers will live outside the United States and all of our ~~securities~~assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

•It ~~reduced~~is ~~liquidity~~possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our ~~securities;~~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.

•Provisions ain ~~determination that~~ our ~~Class~~Articles Amay ~~ordinary~~inhibit ~~shares are~~ a ~~“penny~~takeover ~~stock”~~of us, which ~~will~~could ~~require~~limit ~~brokers~~the ~~trading~~price ininvestors ~~our~~might ~~Class~~be Awilling ~~ordinary shares~~ to ~~adhere~~pay ~~to more stringent rules and possibly result~~ in athe ~~reduced~~future ~~level~~for ofour ~~trading~~Class A ~~activity~~Ordinary inShares ~~the~~and ~~secondary~~could ~~trading~~entrench ~~market~~management. ~~for our securities;~~

•Our Articles contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a ~~limited~~staggered ~~amount~~board of ~~news~~directors and ~~analyst~~the ~~coverage;~~ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

•Our ainitial ~~decreased~~business ~~ability~~combination and our structure thereafter may not be tax-efficient to ~~issue~~our ~~additional~~shareholders ~~securities~~and orwarrant ~~obtain~~holders. ~~additional~~As ~~financing~~a inresult ~~the~~of ~~future~~our business combination, our tax obligations may be more complex, burdensome and uncertain.

~~The~~Although ~~National~~we ~~Securities~~will ~~Markets~~attempt ~~Improvement~~to ~~Act~~structure ofour ~~1996,~~initial ~~which~~business iscombination in a ~~federal~~tax-efficient ~~statute~~manner, ~~prevents~~tax orstructuring ~~preempts~~considerations ~~the~~are ~~states~~complex, ~~from regulating~~ the ~~sale~~relevant offacts ~~certain~~and ~~securities,~~law ~~which~~ are ~~referred~~uncertain toand asmay ~~“covered~~change, ~~securities.”~~and ~~Because~~we ~~our~~may ~~Class A~~prioritize ~~ordinary~~commercial ~~shares~~ and ~~warrants~~other ~~are~~considerations ~~listed~~over ontax ~~Nasdaq,~~considerations. ~~our~~For ~~units~~example, ~~Class A~~in ~~ordinary~~connection ~~shares~~with ~~and~~our ~~warrants~~initial ~~qualify~~business ascombination ~~covered~~and ~~securities~~subject ~~under~~to ~~the~~any ~~statute.~~requisite ~~Although~~shareholder ~~the~~approval, ~~states~~we ~~are~~may ~~preempted~~structure ~~from~~our ~~regulating~~business ~~the~~combination ~~sale~~in ofa ~~our~~manner ~~securities,~~that ~~the~~requires ~~federal~~shareholders ~~statute~~and/or ~~does~~warrantholders ~~allow the states~~ to ~~investigate~~recognize ~~companies~~gain ifor ~~there~~income isfor atax ~~suspicion of fraud~~purposes, ~~and,~~effect ~~if there is~~ a ~~finding~~business ofcombination ~~fraudulent~~with ~~activity,~~a ~~then~~target ~~the~~company ~~states~~in ~~can~~another ~~regulate~~jurisdiction or ~~bar~~reincorporate ~~the sale of covered securities~~ in a ~~particular~~different ~~case.~~jurisdiction ~~While~~(including, webut ~~are~~ not ~~aware~~limited ofto, athe ~~state~~jurisdiction ~~having~~in ~~used~~which ~~these~~the ~~powers~~target tocompany ~~prohibit~~ or ~~restrict~~business ~~the~~is ~~sale~~located). ofWe ~~securities~~do ~~issued~~not byintend ~~blank~~to ~~check~~make ~~companies,~~any ~~other~~cash ~~than~~distributions ~~the~~to ~~State~~shareholders ofor ~~Idaho,~~warrantholders ~~certain~~to ~~state~~pay ~~securities~~taxes ~~regulators~~in ~~view~~connection ~~blank~~with ~~check~~our ~~companies~~business ~~unfavorably~~combination ~~and~~or ~~might~~thereafter. ~~use~~Accordingly, ~~these~~a ~~powers,~~shareholder or ~~threaten~~a towarrantholder ~~use~~may ~~these~~need ~~powers,~~ to ~~hinder~~satisfy ~~the~~any ~~sale~~liability ofresulting ~~securities~~from ofour ~~blank~~initial ~~check~~business ~~companies~~combination inwith ~~their~~cash ~~states.~~from ~~Further,~~its ifown wefunds ~~were~~or noby ~~longer~~selling ~~listed~~all onor ~~Nasdaq,~~a ~~our~~portion ~~securities~~of ~~would~~the ~~not~~shares ~~qualify~~or aswarrants ~~covered~~received. ~~securities~~In ~~under~~addition, ~~the~~shareholders ~~statute~~ and wewarrantholders ~~would~~may also be subject to ~~regulation~~additional inincome, ~~each~~withholding ~~state~~or inother ~~which~~taxes wewith ~~offer~~respect to their ownership of us after our ~~securities~~initial business combination.

~~The~~In ~~nominal~~addition, ~~purchase~~we ~~price~~may ~~paid~~effect bya ~~our~~business ~~Sponsor~~combination ~~for~~with ~~the~~a ~~Founder~~target ~~Shares~~company ~~may~~that ~~significantly~~has ~~dilute~~business operations outside of the ~~implied~~United ~~value~~States, ofand ~~your~~possibly, ~~public~~business ~~shares~~operations in ~~the~~multiple ~~event~~jurisdictions. If we ~~consummate~~effect ansuch ~~initial~~a business combination, we could be subject to significant income, withholding and ~~our~~other ~~Sponsor~~tax isobligations ~~likely~~in a number of jurisdictions with respect to ~~make~~income, aoperations ~~substantial~~and ~~profit~~subsidiaries onrelated ~~its~~to ~~investment~~those injurisdictions. usDue into the ~~event~~complexity of tax obligations and filings in other jurisdictions, we ~~consummate~~may anhave ~~initial~~a ~~business~~heightened ~~combination~~risk related to audits or examinations by United States federal, ~~even~~state, iflocal ~~the~~and ~~business~~non-United ~~combination~~States ~~causes~~taxing ~~the~~authorities. ~~trading~~This ~~price~~additional ofcomplexity and risk could have an adverse effect on our ~~ordinary~~after-tax ~~shares~~profitability toand ~~materially~~financial ~~decline~~condition.

~~While~~We wemay ~~offered~~amend ~~our~~the ~~units~~terms ~~at an offering price~~ of ~~$10.00 per unit and~~ the ~~amount~~warrants in ~~our~~a ~~trust~~manner ~~account~~that ismay ~~$10.00~~be ~~per~~adverse ~~public~~to ~~share,~~holders ~~implying an initial value~~ of ~~$10.00 per~~ public ~~share,~~warrants ~~our~~with ~~Sponsor~~the ~~paid~~approval ~~only~~by athe ~~nominal~~holders ~~aggregate~~of ~~purchase~~at ~~price~~least 50% of ~~$25,000 for~~ the ~~Founder~~then ~~Shares,~~outstanding orpublic ~~approximately $0~~warrants.~~0012~~ ~~per share.~~ As a result, the ~~value~~warrants ~~of your public shares~~ may be ~~significantly~~exchanged ~~diluted~~for incash, the ~~event~~exercise weprice ~~consummate~~of anyour ~~initial~~warrants ~~business~~could ~~combination.~~be ~~For example~~increased, the ~~following~~exercise ~~table~~period ~~shows~~could be shortened and the ~~public~~number ~~shareholders’~~of ~~and~~Class A ~~Sponsor’s~~Ordinary ~~investment~~Shares ~~per~~purchasable ~~share~~upon ~~and~~exercise ~~how~~of ~~that~~a ~~compares~~warrant tocould ~~the~~be ~~implied~~decreased, ~~value~~all ofwithout ~~one~~your approval.

31The warrant agreement between Continental Stock Transfer & Trust Company (the “Warrant Agreement”), as warrant agent, and us provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the Warrant Agreement to the description of the terms of the warrants and the Warrant Agreement set forth in this Form 10-K, (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the Warrant Agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the Warrant Agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the

~~Table~~33 ~~of Contents~~

registered holders of ~~our~~public ~~shares~~warrants. ~~upon~~Accordingly, we may amend the ~~consummation~~terms of ~~our~~the ~~initial~~public ~~business~~warrants ~~combination~~in ifa atmanner ~~that~~adverse ~~time~~to wea ~~were~~holder ~~valued~~of public warrants if holders of at ~~$750,000,000,~~least ~~which~~50% isof the ~~amount~~then weoutstanding ~~would~~public ~~have~~warrants ~~for~~approve ~~our~~of ~~initial~~such ~~business~~amendment. ~~combination~~Examples inof ~~the~~such ~~trust~~amendments ~~account,~~could nobe ~~interest~~amendments isto, ~~earned~~among onother things, increase the ~~funds~~exercise ~~held~~price inof the ~~trust account~~warrants, ~~and~~convert nothe ~~public~~warrants into cash or shares, ~~are~~shorten ~~redeemed~~the inexercise ~~connection~~period ~~with~~or ~~our~~decrease ~~initial~~the ~~business~~number ~~combination.~~of AtClass A ~~such~~Ordinary ~~valuation,~~Shares ~~each~~purchasable ofupon ~~our~~exercise ~~ordinary~~of ~~shares~~a ~~would~~warrant. ~~have~~In anaddition, ~~implied~~in ~~value~~connection ofwith ~~$8.00~~the ~~per~~Business ~~share~~Combination, ~~which~~we isare aseeking ~~20%~~approval ~~decrease~~of asan ~~compared~~amendment to the ~~initial~~Warrant ~~implied~~Agreement ~~value~~pursuant ~~per~~to which all of our outstanding public ~~share~~warrants will be automatically exchanged for cash in the amount of $100.0050 per whole public warrant.

Public shares		75,000,000
Founder Shares		18,750,000
Total shares		93,750,000
Total funds in trust available for initial business combination(1)	$	750,000,000
Implied value per share(1)(2)	$	8.00
Public shareholders’ investment per share(3)	$	10.00
Sponsor’s investment per share(4)	$	0.94

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

~~(1)~~Our ~~Does~~Warrant ~~not~~Agreement ~~take~~provides ~~into~~that, ~~account~~subject ~~other~~to ~~potential~~applicable ~~impacts on our valuation at the time of the business combination~~law, ~~such~~(i) any ~~as the value of our public and private warrants~~action, ~~the~~proceeding ~~trading~~or ~~price~~claim ofagainst ~~our~~us ~~public~~arising ~~shares,~~out ~~the terms~~ of ~~the~~or ~~business~~relating ~~combination~~in ~~transaction (including~~ any ~~equity~~way ~~issued~~ to orthe ~~retained~~Warrant byAgreement, orincluding ~~cash~~under orthe ~~other~~Securities ~~consideration paid to~~Act, ~~the~~will ~~target’s~~be ~~shareholder~~brought orand ~~other~~enforced ~~third~~in ~~parties),~~ the ~~business~~courts ~~combination~~of ~~transaction~~the ~~costs~~State ~~(including payment~~ of ~~$26,250,000~~New ofYork ~~deferred underwriting commissions),~~ or the ~~target’s~~United ~~business~~States ~~itself,~~District ~~including~~Court ~~its~~for ~~assets,~~the ~~liabilities,~~Southern ~~management~~District ~~and~~of ~~prospects.~~New ~~For instance~~York, ~~the~~and ~~potential~~(ii) that ~~dilution~~we ~~experienced~~irrevocably bysubmit ~~holders~~to ofsuch ~~our~~jurisdiction, ~~ordinary~~which ~~shares~~jurisdiction ~~may~~shall be ~~mitigated if~~ the ~~business~~exclusive ~~combination~~forum ~~agreement~~for isany ~~structured~~ such ~~that~~action, ~~the~~proceeding ~~potential~~or ~~dilutive~~claim. ~~impact~~We ofwill ~~the~~waive ~~Founder~~any ~~Shares~~objection isto ~~borne~~such byexclusive ~~all~~jurisdiction ~~shareholders~~and inthat ~~the~~such ~~pro~~courts ~~forma~~represent ~~company~~an inconvenient forum.

~~(2)~~Notwithstanding ~~Note~~the ~~that~~foregoing, ~~redemptions~~these provisions of ~~our~~the ~~public~~Warrant ~~shares~~Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in ~~connection~~any ~~with~~of our ~~initial~~warrants ~~business~~shall ~~combination~~be ~~would~~deemed ~~further~~to ~~reduce~~have notice of and to have consented to the ~~implied~~forum ~~value~~provisions ofin our ~~ordinary~~Warrant ~~shares~~Agreement. ~~For~~If ~~instance~~any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in ~~this~~a ~~example~~court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, ifsuch ~~50%~~holder shall be deemed to have consented to: (x) the personal jurisdiction of the ~~public~~state ~~shares~~and ~~were~~federal ~~redeemed~~courts located in the State of New York in connection with ~~our~~any ~~initial~~action ~~business~~brought ~~combination~~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 ~~implied~~foreign ~~value~~action ~~per~~as ~~ordinary~~agent ~~share~~for ~~would~~such bewarrant $6holder.~~67.~~

~~(3)~~This ~~While~~choice-of-forum ~~the~~provision ~~public~~may ~~shareholders~~limit a warrant holder’s ~~investment~~ability isto bring a claim in ~~both~~a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Warrant Agreement inapplicable or unenforceable with respect to one or more of the ~~public~~specified ~~shares~~types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and ~~the~~adversely ~~public~~affect ~~warrants~~our business, ~~for~~financial ~~purposes~~condition and results of ~~this~~operations ~~table~~and result in a diversion of the ~~full~~time ~~investment~~and ~~amount~~resources isof ~~ascribed~~our tomanagement ~~the~~and ~~public~~board ~~shares~~of ~~only~~directors.

~~(4)~~To ~~The~~the ~~Sponsor’s~~extent ~~total~~our ~~investment~~warrants inever ~~the~~become ~~equity~~exercisable, ofwe ~~the~~may ~~company,~~redeem ~~inclusive~~your ofunexpired ~~the~~warrants ~~Founder~~prior ~~Shares~~to ~~and~~their ~~the~~exercise ~~Sponsor’s~~at ~~$17,600,000~~a ~~investment~~time inthat ~~the~~is ~~private~~disadvantageous ~~placement~~to ~~warrants~~you, isthereby ~~$17,625,000~~making your warrants worthless.

~~While~~To the ~~implied~~extent ~~value of~~ our ~~public~~warrants ~~shares~~ever ~~may~~become ~~be diluted~~exercisable, we have the ~~implied~~ability ~~value~~to ofredeem ~~$8.00~~outstanding ~~per~~warrants ~~share~~at inany ~~the~~time ~~example~~after ~~above~~they ~~would~~become ~~represent~~exercisable aand ~~significant~~prior ~~implied~~to ~~profit~~their ~~for~~expiration, ~~our~~at ~~Sponsor~~a ~~relative~~price toof ~~the~~$0.01 ~~initial~~per ~~purchase~~warrant, provided that the closing price of ~~the~~our ~~Founder~~Class A Ordinary Shares. ~~Our~~equals ~~Sponsor~~or ~~has~~exceeds ~~committed~~$18.00 toper ~~invest~~share an(as ~~aggregate~~adjusted offor ~~$17~~share sub-divisions,~~625,000~~ inshare uscapitalizations, inreorganizations, ~~connection~~recapitalizations ~~with~~and the ~~initial~~like) ~~public~~for ~~offering,~~any ~~comprised~~20 oftrading ~~the~~days ~~$25,000~~within ~~purchase~~a ~~price~~30 ~~for~~trading-day ~~the~~period ~~Founder~~ending ~~Shares~~on ~~and~~ the ~~$17,600,000~~third ~~purchase~~trading ~~price~~day ~~for~~prior to the ~~private~~date ~~placement~~on ~~warrants.~~which Atwe ~~$8.00~~give ~~per~~proper ~~share,~~notice ~~the~~of ~~18,750,000~~such ~~Founder~~redemption ~~Shares~~to ~~would~~the ~~have~~warrants anholders ~~aggregate~~and ~~implied~~provided ~~value~~certain ofother ~~$150,000,000~~conditions are met. AsWe awill ~~result,~~not ~~even~~redeem ifthe warrants unless an effective registration statement under the ~~trading~~Securities ~~price~~Act ofcovering ~~our~~the ~~ordinary~~Class A ~~shares~~Ordinary ~~significantly~~Shares ~~declines~~issuable ~~(whether~~upon ~~because~~exercise of athe ~~substantial~~warrants ~~amount~~is ofeffective ~~redemptions~~and ofa ~~our~~current ~~public~~prospectus ~~shares~~relating orto ~~for~~those ~~any~~Class A ~~other~~Ordinary ~~reason),~~Shares ~~our~~is ~~Sponsor~~available ~~will~~throughout ~~stand~~the to30-day ~~make~~redemption ~~significant~~period, ~~profit~~except onif ~~its~~the ~~investment~~warrants inmay ~~us.~~be Inexercised ~~addition,~~on ~~our~~a ~~Sponsor~~cashless ~~could~~basis ~~potentially~~and ~~recoup~~such ~~its~~cashless ~~entire~~exercise ~~investment~~is inexempt usfrom ~~even~~registration ifunder the ~~trading~~Securities ~~price~~Act. ofIf ~~our~~and ~~ordinary~~when ~~shares~~the ~~were~~warrants asbecome ~~low~~redeemable asby ~~$0.94~~us, ~~per~~we ~~share~~may ~~and~~exercise ~~even~~our ifredemption ~~the~~right ~~private~~even ~~placement~~if ~~warrants~~we are ~~worthless.~~unable Asto aregister ~~result,~~or ~~our~~qualify ~~Sponsor~~the isunderlying ~~likely~~securities tofor ~~make~~sale aunder ~~substantial~~all ~~profit~~applicable onstate ~~its~~securities ~~investment~~laws. inRedemption usof ~~even~~the ifoutstanding wewarrants ~~select~~could ~~and~~force ~~consummate~~you anto ~~initial~~(i) exercise ~~business~~your ~~combination~~warrants ~~that~~and ~~causes~~pay the ~~trading~~exercise price oftherefor ~~our~~at ~~ordinary~~a ~~shares~~time towhen ~~decline,~~it ~~while~~may ~~our~~be ~~public~~disadvantageous ~~shareholders~~for ~~who~~you ~~purchased~~to ~~their~~do ~~units~~so, in(ii) sell ~~the~~your ~~initial~~warrants ~~public~~at ~~offering~~the ~~could~~then-current ~~lose~~market ~~significant~~price ~~value~~when inyou ~~their~~might ~~public~~otherwise ~~shares.~~wish ~~Our~~to ~~Sponsor~~hold ~~may~~your ~~therefore~~warrants beor ~~economically~~(iii) accept ~~incentivized~~the tonominal ~~consummate~~redemption anprice ~~initial~~which, ~~business~~at ~~combination~~the ~~with~~time athe ~~riskier,~~outstanding ~~weaker-performing~~warrants orare ~~less-established~~called ~~target~~for ~~business~~redemption, ~~than~~is ~~would~~likely to be substantially less than the ~~case~~market ifvalue ~~our~~of ~~Sponsor~~your ~~had~~warrants. ~~paid~~None of the ~~same~~private ~~per~~placement ~~share~~warrants ~~price~~will ~~for~~be ~~the~~redeemable ~~Founder~~by ~~Shares~~us so long as ~~our~~they ~~public~~are ~~shareholders~~held ~~paid~~by ~~for~~the ~~their~~Sponsor ~~public~~or ~~shares~~its permitted transferees.

~~Because~~To wethe ~~are~~extent ~~incorporated~~our ~~under~~warrants ~~the~~are ~~laws~~ever ofexercised, ~~the~~our ~~Cayman~~warrants ~~Islands,~~may ~~you~~have ~~may~~an ~~face~~adverse ~~difficulties~~effect inon ~~protecting~~the ~~your~~market ~~interests,~~price ~~and~~of ~~your~~our ~~ability~~Class A toOrdinary ~~protect~~Shares ~~your~~and ~~rights~~make ~~through~~it ~~the~~more ~~U.S. Federal~~difficult ~~courts~~to ~~may~~effectuate beour ~~limited~~initial business combination.

We ~~are~~issued anwarrants ~~exempted~~to ~~company~~purchase ~~incorporated~~25,000,000 ~~under~~of ~~the~~our ~~laws~~Class A Ordinary Shares as part of the ~~Cayman~~units ~~Islands.~~offered Asby athe ~~result,~~initial itpublic ~~may~~offering beand, ~~difficult~~simultaneously ~~for~~with ~~investors~~the toclosing ~~effect~~of ~~service~~the ofinitial ~~process~~public ~~within~~offering, ~~the~~we ~~United~~issued ~~States~~in ~~upon~~a ~~our~~private ~~directors~~placement oran ~~officers~~aggregate of 11,733,333 orprivate ~~enforce~~placement ~~judgments~~warrants, ~~obtained~~at in$1.50 ~~the~~per ~~United~~warrant. ~~States~~In ~~courts~~addition, ~~against~~if ~~our~~the ~~directors~~Sponsor ormakes ~~officers.~~any working capital

~~Our~~34 corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We 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 the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

32 loans, it may convert those loans into additional private placement warrants, at the price of $1.50 per warrant. To the extent our warrants are not eliminated in connection with the Business Combination and we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A Ordinary Shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A Ordinary Shares and reduce the value of the Class A Ordinary Shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

~~Table~~Holders of ~~Contents~~Class A Ordinary Shares will not be entitled to vote on the appointment of directors and certain other matters prior to our initial business combination.

WeAs ~~have~~holders ~~been~~of ~~advised~~our byClass A ~~Maples~~Ordinary ~~and Calder (Cayman) LLP~~Shares, our ~~Cayman~~public ~~Islands~~shareholders ~~legal~~will ~~counsel,~~not ~~that~~have the ~~courts~~right ~~of the Cayman Islands are unlikely (i)~~ to ~~recognize~~vote oron ~~enforce~~the ~~against~~appointment ~~us judgments~~ of ~~courts~~directors ofuntil ~~the~~after ~~United States predicated upon~~ the ~~civil~~consummation ~~liability provisions~~ of ~~the~~our ~~federal~~initial ~~securities~~business ~~laws~~combination. ofIn ~~the~~addition, ~~United~~prior ~~States~~to orour ~~any~~initial ~~state;~~business ~~and (ii) in original actions brought in the Cayman Islands~~combination, toholders ~~impose~~of ~~liabilities~~a ~~against~~majority usof ~~predicated~~our ~~upon~~Founder ~~the~~Shares ~~civil~~may ~~liability~~remove ~~provisions~~a member of the ~~federal~~board ~~securities laws~~ of ~~the~~directors ~~United~~for ~~States or~~ any ~~state, so far as the liabilities imposed by those provisions are penal in nature~~reason. ~~In those circumstances~~Accordingly, ~~although~~you ~~there~~may isnot nohave ~~statutory~~any ~~enforcement~~say in the ~~Cayman~~management ~~Islands~~ of ~~judgments~~our ~~obtained~~company inprior ~~the~~to ~~United States,~~ the ~~courts~~consummation of ~~the~~an ~~Cayman~~initial ~~Islands~~business ~~will~~combination. ~~recognize~~In ~~and~~addition, ~~enforce~~prior ato ~~foreign~~the ~~money~~closing ~~judgment~~ of aour ~~foreign~~initial ~~court~~business ofcombination, ~~competent~~only ~~jurisdiction~~holders ~~without retrial on the merits based on the principle that a judgment~~ of aFounder ~~competent~~Shares ~~foreign~~will ~~court~~have ~~imposes upon~~ the ~~judgment~~right ~~debtor~~to anvote ~~obligation~~on tocontinuing ~~pay~~ the ~~sum~~company ~~for~~in ~~which judgment has been given provided certain conditions are met. For~~ a ~~foreign~~jurisdiction ~~judgment~~outside toof ~~be enforced in~~ the Cayman Islands, ~~such~~(including ~~judgment~~any ~~must~~special beresolution ~~final~~required ~~and~~to ~~conclusive~~amend ~~and~~the ~~for~~constitutional adocuments ~~liquidated sum, and must not be in respect~~ of ~~taxes~~the orCompany ~~a fine~~ or ~~penalty,~~to ~~inconsistent~~adopt ~~with~~new aconstitutional ~~Cayman~~documents ~~Islands judgment in respect~~ of the ~~same matter~~Company, ~~impeachable on the grounds of fraud or obtained~~ in aeach ~~manner~~case, oras ~~be of~~ a ~~kind~~result of the ~~enforcement~~Company ofapproving ~~which~~a ~~is,~~transfer ~~contrary~~by toway ~~natural~~of ~~justice~~continuation orin ~~the~~a ~~public~~jurisdiction ~~policy~~outside 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.~~

AsYou awill ~~result~~not ofbe ~~all~~permitted ofto ~~the~~exercise ~~above,~~your ~~public~~warrants ~~shareholders~~unless ~~may~~we ~~have~~register ~~more~~and ~~difficulty~~qualify ~~in protecting their interests in~~ the ~~face~~underlying ofClass A ~~actions~~Ordinary ~~taken~~Shares ~~by management, members of the board of directors~~ or ~~controlling~~certain ~~shareholders~~exemptions ~~than~~are ~~they would as public shareholders of a United States company~~available.

~~After~~Our ~~our~~warrants ~~initial~~are ~~business~~expected ~~combination,~~to itbe iseliminated ~~possible~~in ~~that~~connection awith ~~majority~~the ofBusiness ~~our~~Combination. ~~directors~~If the warrants are not eliminated and ~~officers~~if ~~will~~the ~~live~~issuance ~~outside~~of the ~~United~~Class A ~~States~~Ordinary ~~and~~Shares ~~all~~upon exercise of ~~our~~the ~~assets~~warrants ~~will~~is benot ~~located~~registered, ~~outside~~qualified or exempt from registration or qualification under the ~~United~~Securities ~~States;~~Act ~~therefore~~and applicable state securities laws, ~~investors~~holders ~~may~~of warrants will not be ~~able~~entitled to ~~enforce~~exercise ~~federal~~such ~~securities~~warrants ~~laws~~and orsuch warrants may have no value and expire worthless. In such event, holders who acquired their ~~other~~warrants ~~legal~~as ~~rights~~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.

ItWe ishave ~~possible~~agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination, awe ~~majority~~will ofuse our ~~directors~~commercially ~~and~~reasonable ~~officers~~efforts ~~will~~to ~~reside~~file ~~outside~~with the SEC a post-effective amendment to the initial public offering registration statement or a new registration statement covering the registration under the Securities Act of the ~~United~~Class A ~~States~~Ordinary ~~and~~Shares ~~all~~issuable upon exercise of ~~our~~the ~~assets~~warrants and thereafter will beuse ~~located~~our ~~outside~~best ofefforts to cause the ~~United~~same ~~States.~~to Asbecome effective within 60 business days following our initial business combination and to maintain a ~~result,~~current itprospectus ~~may~~relating beto ~~difficult,~~the orClass A inOrdinary ~~some~~Shares ~~cases~~issuable ~~not~~upon ~~possible,~~exercise ~~for~~of ~~investors~~the warrants until the expiration of the warrants in accordance with the ~~United~~provisions ~~States~~of the Warrant Agreement. We cannot assure you that we will be able to ~~enforce~~do ~~their~~so ~~legal~~if, ~~rights~~for example, toany ~~effect~~facts ~~service~~or ofevents ~~process~~arise ~~upon~~which ~~all~~represent ofa ~~our~~fundamental ~~directors~~change orin ~~officers~~the orinformation toset ~~enforce~~forth ~~judgments~~in ofthe ~~United~~registration ~~States~~statement ~~courts~~or ~~predicated~~prospectus, ~~upon~~the ~~civil~~financial ~~liabilities~~statements ~~and~~contained ~~criminal~~or ~~penalties~~incorporated onby ~~our~~reference ~~directors~~therein ~~and~~are ~~officers~~not ~~under~~current ~~United~~or ~~States~~correct ~~laws~~or the SEC issues a stop order.

~~Provisions~~If inthe ~~our~~Class A ~~amended~~Ordinary ~~and~~Shares ~~restated~~issuable ~~memorandum~~upon ~~and~~exercise ~~articles~~ of ~~association~~the ~~may~~warrants ~~inhibit~~are anot ~~takeover~~registered ofunder usthe Securities Act, ~~which~~under ~~could~~the ~~limit~~terms of the ~~price~~Warrant ~~investors~~Agreement, ~~might~~holders beof ~~willing~~warrants who seek to ~~pay~~exercise intheir ~~the~~warrants ~~future~~will not be permitted to do so for ~~our~~cash ~~Class~~and, instead, will be required to do so on a cashless basis in accordance with Section A3(a)(9) ~~ordinary~~of ~~shares~~the ~~and~~Securities ~~could~~Act ~~entrench~~or ~~management~~another exemption.

~~Our~~In ~~amended~~no ~~and~~event ~~restated~~will ~~memorandum~~warrants ~~and~~be ~~articles~~exercisable offor ~~association~~cash ~~contain~~or ~~provisions~~on ~~that~~a ~~may~~cashless ~~discourage~~basis, ~~unsolicited~~and ~~takeover~~we ~~proposals~~will ~~that~~not ~~shareholders~~be ~~may~~obligated ~~consider~~ to beissue inany ~~their~~shares ~~best~~to ~~interests.~~holders ~~These~~seeking ~~provisions~~to ~~include~~exercise atheir ~~staggered~~warrants, ~~board~~unless ~~of directors and~~ the ~~ability~~issuance of the ~~board~~shares ofupon ~~directors~~such toexercise ~~designate~~is ~~the~~registered ~~terms~~or ofqualified ~~and~~under ~~issue~~the ~~new~~securities ~~series~~laws of ~~preferred shares, which may make~~ the ~~removal~~state of ~~management~~the ~~more~~exercising ~~difficult~~holder, ~~and~~or ~~may~~an ~~discourage~~exemption ~~transactions~~from ~~that~~registration ~~otherwise~~or ~~could~~qualification ~~involve~~is ~~payment of a premium over prevailing market prices for our securities~~available.

~~Our~~If ~~initial~~our ~~business~~Class A ~~combination~~Ordinary ~~and~~Shares ~~our~~are ~~structure~~at ~~thereafter~~the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not bepermit ~~tax-efficient~~holders of warrants who seek to ~~our~~exercise ~~shareholders~~their warrants to do so for cash and, ~~warrant~~instead, ~~holders.~~require Asthem to do so on a ~~result~~cashless basis in accordance with Section 3(a)(9) of ~~our~~the ~~business~~Securities ~~combination,~~Act; ~~our~~in ~~tax~~the ~~obligations~~event ~~may~~we so elect, we will not be ~~more~~required ~~complex,~~to ~~burdensome~~file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and ~~uncertain~~in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.

~~Although~~In weno event 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~~be ~~prioritize~~required ~~commercial~~to ~~and~~net ~~other~~cash ~~considerations~~settle ~~over tax considerations. For example, in connection with our initial business combination and subject to~~ any ~~requisite shareholder approval~~warrant, weor ~~may~~issue ~~structure~~securities ~~our~~(other ~~business~~than ~~combination~~upon in a ~~manner~~cashless ~~that~~exercise ~~requires~~as ~~shareholders~~described ~~and/or~~above) ~~warrantholders to recognize gain~~ or ~~income~~other ~~for~~compensation ~~tax purposes, effect a business combination with a target company~~ in ~~another~~exchange ~~jurisdiction~~for ~~or reincorporate in a different jurisdiction (including, but not limited to,~~ the ~~jurisdiction~~warrants in ~~which~~ the ~~target~~event ~~company~~that orwe ~~business~~are isunable ~~located). We do not intend~~ to ~~make~~register ~~any cash distributions to shareholders~~ or ~~warrantholders~~qualify to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrantholder 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 orunderlying the warrants ~~received.~~under Inthe ~~addition,~~Securities ~~shareholders~~Act ~~and warrantholders may also be subject to additional income, withholding~~ or ~~other~~applicable ~~taxes~~state ~~with~~securities ~~respect to their ownership of us after our initial business combination~~laws.

In35 addition, we may effect a business combination with a target company that has business operations outside of the United States, and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of 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 United States federal, state, local and non-United States taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.

33You may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A Ordinary Shares from such exercise than if you were to exercise such warrants for cash.

~~Table~~Our warrants are expected to be eliminated in connection with the Business Combination. In the event the warrants are not eliminated, the Warrant Agreement provides that in the following circumstances holders of ~~Contents~~warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A Ordinary Shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the Warrant Agreement; (ii) if we have so elected and the 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 “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of our Class A Ordinary Shares (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer Class A Ordinary Shares from such exercise than if you were to exercise such warrants for cash.

WeGeneral ~~may~~Risk ~~amend~~Factors 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 50% 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 Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

~~Our~~Past ~~warrants~~performance will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this Form 10-K, (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by ~~and~~our inmanagement ~~accordance~~team ~~with the warrant agreement~~ or ~~(iii) adding~~their orrespective ~~changing~~affiliates ~~any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement~~ may ~~deem necessary or desirable and that the parties deem to~~ not ~~adversely~~be ~~affect~~indicative ~~the rights~~ of ~~the~~future ~~registered~~performance ~~holders~~ of ~~the~~an ~~warrants,~~investment provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in ~~a manner adverse to a holder of public warrants if holders of at least 50% of the then outstanding public warrants approve of such amendment~~us. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

~~Our~~Information ~~warrant~~regarding ~~agreement~~performance ~~designates~~by, ~~the~~or ~~courts~~businesses ofassociated ~~the~~with, ~~State~~our ofmanagement ~~New~~team ~~York~~ or ~~the~~businesses ~~United~~associated ~~States~~with ~~District~~them ~~Court~~is presented for ~~the~~informational ~~Southern~~purposes ~~District~~only. Past performance by our management team is not a guarantee either (i) of ~~New~~success ~~York~~with asrespect ~~the~~to ~~sole~~any ~~and~~business ~~exclusive~~combination ~~forum~~we ~~for~~may ~~certain~~consummate, ~~types~~including ofthe ~~actions~~Business ~~and~~Combination, ~~proceedings~~or (ii) that ~~may~~we will be ~~initiated~~able byto ~~holders~~locate ofa suitable candidate for our ~~warrants,~~initial ~~which~~business ~~could~~combination. ~~limit~~You should not rely on the ~~ability~~historical record of ~~warrant~~the ~~holders~~performance toof ~~obtain~~our amanagement ~~favorable~~team’s ~~judicial~~or ~~forum~~businesses ~~for~~associated ~~disputes~~ with them as indicative of our ~~company~~future performance of an investment in us or the returns we will, or is likely to, generate going forward.

~~Our~~Cyber ~~warrant~~incidents ~~agreement~~or ~~provides~~attacks ~~that,~~directed ~~subject~~at tous ~~applicable law, (i) any action, proceeding~~ or ~~claim~~third ~~against~~parties uscould ~~arising~~result ~~out of or relating~~ in ~~any~~information ~~way to the warrant agreement~~theft, ~~including~~data ~~under the Securities Act~~corruption, ~~will~~operational bedisruption ~~brought~~ and ~~enforced in the courts of the State of New York~~ /or ~~the~~financial 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 claimloss. ~~We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.~~

~~Notwithstanding~~We ~~the~~depend ~~foregoing,~~on ~~these~~digital ~~provisions~~technologies, ofincluding ~~the~~information ~~warrant~~systems, ~~agreement~~infrastructure ~~will~~and ~~not~~cloud ~~apply~~applications toand ~~suits~~services, ~~brought~~including tothose ~~enforce~~of ~~any~~third ~~liability~~parties orwith ~~duty created by the Exchange Act or any other claim for~~ which ~~the~~we ~~federal~~may ~~district~~deal. ~~courts~~Sophisticated ~~of the United States of America are the sole~~ and ~~exclusive~~deliberate ~~forum.~~attacks ~~Any~~on, ~~person~~ or ~~entity~~security ~~purchasing~~breaches ~~or otherwise acquiring any interest~~ in, ~~any~~the ofsystems ~~our~~or ~~warrants~~infrastructure ~~shall~~or ~~be deemed to have notice of and to have consented to~~ the ~~forum~~cloud ~~provisions~~that inwe ~~our warrant agreement. If any action~~utilize, ~~the~~including ~~subject~~those ~~matter~~ of ~~which~~third isparties, ~~within~~could ~~the~~lead ~~scope~~to ofcorruption ~~the~~or ~~forum~~misappropriation ~~provisions~~ of ~~the~~our ~~warrant agreement~~assets, isproprietary ~~filed~~information inand asensitive ~~court other than a court of the State of New York~~ or ~~the~~confidential ~~United~~data. ~~States~~As ~~District~~an ~~Court~~early ~~for~~stage ~~the~~company ~~Southern~~without ~~District~~significant ofinvestments ~~New~~in ~~York~~data (asecurity ~~“foreign~~protection, ~~action”)~~we inmay ~~the~~not ~~name~~be ofsufficiently ~~any~~protected ~~holder~~against ~~of our warrants,~~ such ~~holder~~occurrences. ~~shall~~We bealso ~~deemed~~lack tosufficient ~~have~~resources ~~consented~~ to: ~~(x) the~~adequately ~~personal~~protect ~~jurisdiction~~against, ofor ~~the~~to ~~state~~investigate and ~~federal~~remediate ~~courts located in the State of New York in connection with~~ any ~~action~~vulnerability ~~brought in any such court~~ to ~~enforce the forum provisions (an “enforcement action”)~~, ~~and~~cyber ~~(y) having~~incidents. ~~service~~It ofis ~~process~~possible ~~made~~that ~~upon such warrant holder in~~ any ~~such~~of ~~enforcement~~these ~~action~~occurrences, byor ~~service~~a ~~upon~~combination ~~such~~of ~~warrant~~them, ~~holder’s~~could ~~counsel~~have inmaterial ~~the~~adverse ~~foreign~~consequences ~~action~~on asour ~~agent~~business ~~for~~and ~~such~~lead ~~warrant~~to ~~holder~~financial loss.

~~This~~We ~~choice-of-forum provision~~ may ~~limit~~be a ~~warrant~~passive ~~holder’s~~foreign ~~ability~~investment ~~to bring a claim in a judicial forum that it finds favorable for disputes with our~~ company, ~~which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable~~ or ~~unenforceable with respect to one or more of the specified types of actions or proceedings~~“PFIC,” ~~we may incur additional costs associated with resolving such matters in other jurisdictions,~~ which could ~~materially and adversely affect our business, financial condition and results of operations and~~ result in aadverse ~~diversion~~United ofStates ~~the~~federal ~~time~~income ~~and~~tax ~~resources~~consequences ofto ~~our~~U.S. ~~management and board of directors~~investors.

WeIf ~~may~~we ~~redeem~~are ~~your~~a ~~unexpired~~PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of the initial public offering registration statement captioned “Taxation-United States Federal Income Tax Considerations-U.S. Holders”) of our Class A Ordinary Shares or warrants, ~~prior~~the U.S. Holder may be subject to ~~their~~adverse ~~exercise~~U.S. atfederal aincome ~~time~~tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that iswe ~~disadvantageous~~will qualify for the start-up exception. Accordingly, there can be no assurances with respect to ~~you~~our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, ~~thereby~~however, ~~making~~will ~~your~~not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants ~~worthless~~in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

We36 have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met. We will not

34We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner

~~Table~~Mail addressed to the company and received at its registered office will be forwarded unopened to the forwarding address supplied by us. None of ~~Contents~~the company, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with us.

~~redeem~~Our ~~the~~Articles ~~warrants~~provide ~~unless~~that ~~an effective registration statement under~~ the ~~Securities~~courts ~~Act covering the Class A ordinary shares issuable upon exercise~~ of the ~~warrants~~Cayman isIslands ~~effective~~will ~~and~~be ~~a current prospectus relating to those Class A ordinary shares is available throughout~~ the ~~30-day~~exclusive ~~redemption~~forums ~~period,~~for ~~except~~certain ifdisputes ~~the~~between ~~warrants~~us ~~may be exercised on a cashless basis~~ and ~~such~~our ~~cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us~~shareholders, wewhich ~~may~~could ~~exercise~~limit our ~~redemption~~shareholders’ ~~right~~ability ~~even if we are unable~~ to ~~register~~obtain or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a ~~time~~favorable ~~when~~judicial itforum ~~may be disadvantageous~~ for

Table of Contents

Filing Compare · Screaming Eagle Acquisition Corp.