~~Table of Contents~~UNITED STATES

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~~UNITED~~Washington, D.C. ~~STATES~~ 20549

~~SECURITIES AND EXCHANGE COMMISSION~~ FORM 10-K

~~Washington, D.C. 20549~~ (Mark One)

~~FORM~~ ~~10-K~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~(Mark~~For the ~~One)~~fiscal year ended December 31, 2023

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

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

ORFor the transition period from to

☐Commission ~~TRANSITION~~File ~~REPORT~~Number: ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~001-41053

~~Commission~~LAMF GLOBAL ~~File~~VENTURES ~~Number:~~CORP. ~~001-41053~~ I

~~LAMF~~(Exact Name ~~GLOBAL~~of ~~VENTURES~~Registrant ~~CORP.~~as ISpecified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1616579
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Cayman Islands		98-1616579
9255 Sunset Blvd., Suite 1100 West Hollywood, California		90069
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. EmployerIdentification No.)
9255 Sunset Blvd., Suite 515West Hollywood, California		90069
(Address of Principal Executive Offices)		(Zip Code)

(424) 343-8760

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one Class A ordinary	LGVCU	The Nasdaq Stock Market LLC
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant	LGVCU	The Nasdaq Stock Market LLC
share, $0.0001 par value, and one-half of one redeemable warrant
Class A Ordinary Shares, $0.0001 par value	LGVC	The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value	LGVC	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A Ordinary Share, each at an exercise price of $11.50 per share	LGVCW	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable	LGVCW	The Nasdaq Stock Market LLC
for one Class A ordinary share, each at an exercise price of $11.50 per share

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

None

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ ☐

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

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

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

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

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

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

~~Auditor~~If securities ~~PCAOB~~are IDregistered ~~Number:~~pursuant ~~100~~to ~~Auditor~~Section ~~Name:~~12(b) ~~WithumSmith+Brown~~of the Act, PCindicate ~~Auditor~~by ~~Location:~~check ~~New~~mark ~~York,~~whether ~~New~~the ~~York,~~financial ~~United~~statements ~~States~~of the registrant included in the filing reflect the correction of ~~America~~an error to previously issued financial statements. ☐

~~The~~Indicate by ~~aggregate~~check ~~market~~mark ~~value~~whether any of ~~the~~those ~~ordinary~~error ~~shares~~corrections ~~held~~are byrestatements ~~non-affiliates~~that ofrequired ~~the~~a ~~Registrant,~~recovery asanalysis of ~~June 30,~~incentive-based ~~2022,~~compensation received ~~the~~by ~~last~~any ~~business day~~ of the ~~Registrant~~registrant’s ~~most~~executive ~~recently~~officers ~~completed~~during ~~second fiscal quarter, was approximately $251,988,000, calculated by using~~ the ~~closing~~relevant ~~price~~recovery ofperiod ~~the~~pursuant ~~Class A~~to ~~ordinary shares on such date on The Nasdaq Global Market of $9~~§240.9610D-1(b). ☐

As of March 30, 2023, there were

Auditor PCAOB ID Number: 100		Auditor Name: WithumSmith+Brown, PC		Auditor Location: New York, New York,
				United States of America

~~class~~The aggregate Bmarket value of the ordinary shares held by non-affiliates of the Registrant, ~~$0.0001~~as ~~par~~of ~~value~~June 30, ~~issued~~2023, ~~and~~the ~~outstanding~~last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $30,972,941, calculated by using the closing price of the Class A Ordinary Shares on such date on The Nasdaq Global Market of $10. 49.

~~Documents~~As of ~~Incorporated~~February by23, ~~Reference:~~2024, ~~None~~there were 12,491,949 Class A Shares, par value $0.0001, issued and outstanding.

~~Table~~Documents Incorporated ofby ~~Contents~~Reference: None.

Table of Contents

		~~Page~~	Page
PART I			1
Item 1. Business			1
Item 1.	Business		1
Item 1A. Risk Factors			8
Item 1A.	Risk Factors		10
Item 1B. Unresolved Staff Comments			41
Item 1B.	Unresolved Staff Comments		45
Item 2. Properties			41
Item 1C.	Cybersecurity		45
Item 3. Legal Proceedings			41
Item 2.	Properties		45
Item 4. Safety Disclosures			41
Item 3.	Legal Proceedings		45
PART II			41
Item 4.	Safety Disclosures		45
Item 5. Market for Registrant’s Shareholders’ equity, Related Shareholder Matters and Issuer Purchases of Equity Securities			41
PART II			46
Item 6. [Reserved]			42
Item 5.	Market for Registrant’s Shareholders’ equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		46
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			42
Item 6.	[Reserved]		46
Item 7A. Quantitative and Qualitative Disclosures about Market Risk			45
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		46
Item 8. Financial Statements and Supplementary Data			46
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		52
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			47
Item 8.	Financial Statements and Supplementary Data		53
Item 9A. Controls and Procedures			47
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		54
Item 9B. Other Information			48
Item 9A.	Controls and Procedures		54
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			48
Item 9B.	Other Information		54
PART III			48
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		54
Item 10. Directors, Executive Officers and Corporate Governance			48
PART III			55
Item 11. Executive Compensation			54
Item 10.	Directors, Executive Officers and Corporate Governance		55
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters			55
Item 11.	Executive Compensation		61
Item 13. Certain Relationships and Related Transactions, and Director Independence			56
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		62
Item 14. Principal Accounting Fees and Services			57
Item 13.	Certain Relationships and Related Transactions, and Director Independence		63
PART IV			58
Item 14.	Principal Accounting Fees and Services		65
Item 15. Exhibits, Financial Statement Schedules			58
PART IV			66
Item 16. Form 10-K Summary			58
Item 15.	Exhibits, Financial Statement Schedules		66
Item 16.	Form 10-K Summary		67

~~Table~~CAUTIONARY NOTE ofREGARDING ~~Contents~~FORWARD-LOOKING STATEMENTS

~~CAUTIONARY~~Certain statements ~~NOTE~~in ~~REGARDING~~this ~~FORWARD~~Annual Report on Form 10-~~LOOKING~~K ~~STATEMENTS~~(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:

~~Certain~~● ~~statements~~our inability 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~~complete ~~regarding~~ our orinitial ~~our~~business ~~management~~combination ~~team’s~~with ~~expectations,~~Nuvo ~~hopes,~~Group ~~beliefs~~Ltd., ~~intentions~~ or ~~strategies regarding the future. In addition,~~ any ~~statements that refer to projections, forecasts or~~ other ~~characterizations~~business 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: combination;

•● our ~~ability~~expectations toaround ~~select~~the anperformance ~~appropriate~~of the prospective target business or businesses;

•● our ~~ability~~success toin ~~complete~~retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•● our ~~expectations~~officers ~~around~~and ~~the~~directors ~~performance~~allocating their time to other businesses and potentially having conflicts of ~~the~~interest ~~prospective~~with ~~target~~our business or ~~businesses~~in approving our initial business combination;

•● our ~~success~~potential inability ~~retaining~~to orobtain ~~recruiting,~~additional orfinancing ~~changes~~to ~~required~~complete ~~in,~~ our ~~officers, key employees or directors following our~~ initial business combination;

•● our ~~officers~~pool ~~and directors allocating their time to other businesses and potentially having conflicts~~ of ~~interest~~prospective ~~with~~target ~~our business or in approving our initial business combination~~businesses;

•● the adverse impacts that events outside of our ~~potential~~control, ~~ability~~such toas ~~obtain~~increased ~~additional~~geopolitical ~~financing~~unrest, tosignificant ~~complete~~outbreaks of infectious diseases (such as COVID-19) and increased volatility in the debt and equity markets, may have on our ability to consummate an initial business combination;

•● the ability of our ~~pool~~officers and directors to generate a number of ~~prospective~~potential ~~target~~acquisition ~~businesses~~opportunities;

•● ~~the~~our ~~adverse~~public ~~impacts~~securities’ ofpotential ~~the~~liquidity ~~COVID-19 outbreak~~ and ~~other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on our ability to consummate an initial business combination~~trading;

•● the ~~ability~~lack of ~~our officers and directors to generate~~ a ~~number~~market offor ~~potential~~our ~~acquisition opportunities~~securities;

•● ~~our~~the ~~public~~use ~~securities’~~of ~~potential~~proceeds ~~liquidity~~not ~~and~~held ~~trading~~in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

•● the ~~lack~~Trust ofAccount anot ~~market~~being ~~for~~subject ~~our~~to ~~securities~~claims of third parties; or

•● ~~the~~our ~~use~~financial ~~of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;~~performance.

•The forward-looking ~~the~~statements ~~Trust~~contained ~~Account~~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 ~~being~~limited ~~subject~~to, those factors described under the section of this Form 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 ~~claims~~update or revise any forward-looking statements, whether as a result of ~~third~~new ~~parties;~~information, future events or otherwise, except as may be required under applicable securities laws.

~~• our financial performance.~~ii

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 section of this Form 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. PART I

iiReferences in this report to “we,” “us”, “LAMF” or the “Company” refer to LAMF Global Ventures Corp. I. References to our “management” or our “management team” refer to our officers and directors.

~~Table~~Item 1. ~~of Contents~~Business.

~~PART I~~ Introduction

~~References~~We are ina ~~this~~blank ~~report~~check company formed as a Cayman Islands exempted company on July 20, 2021 whose business purpose is to ~~“we~~effect a merger,” share ~~“us”~~exchange, asset acquisition, share purchase, reorganization or ~~the~~similar ~~“Company”~~business ~~refer~~combination towith ~~LAMF~~one ~~Global~~or ~~Ventures~~more ~~Corp.~~businesses Ior entities. While ~~References~~we tomay ~~our~~pursue ~~“management”~~an acquisition opportunity in any business, industry or ~~our~~geographic ~~“management~~location, ~~team”~~we ~~refer~~intend to ~~our~~focus ~~officers~~on opportunities in media, entertainment and ~~directors.~~sports, as well as within e-commerce and technology, leveraging the expansive professional network and operating expertise of our management team.

~~Item 1~~On November 16, 2021, we consummated our initial public offering (the “IPO”) of 25,300,000 units (the “Units”), inclusive of 3,300,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 ~~Business~~per Unit, generating total gross proceeds of $253,000,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Public Shares” or “Class A Shares”), and one-half of one redeemable warrant (the “Public Warrants”), with each whole Public Warrant entitling the holder thereof to purchase one Class A Share for $11.50 per share.

~~Introduction~~Prior to the consummation of the IPO, on September 3, 2021, our sponsor, LAMF SPAC Holdings I LLC, a Cayman Islands limited liability company (the “Sponsor”), paid $25,000, or approximately $0.003 per share, to cover formation costs in exchange for an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On November 10, 2021, we effected a share capitalization pursuant to which an additional 766,666 Founder Shares were issued to our Sponsor, resulting in an aggregate of 8,433,333 Founder Shares outstanding.

WeSimultaneously with ~~are~~the aclosing ~~blank~~of ~~check~~the ~~company~~IPO, ~~formed~~the asCompany aconsummated ~~Cayman~~the ~~Islands~~sale ~~exempted~~of ~~company~~1,106,000 onprivate ~~July 20,~~placement ~~2021~~units ~~whose~~(the ~~business~~“Private ~~purpose~~Placement isUnits”) at toa ~~effect~~price of $10.00 per Private Placement Unit in a ~~merger,~~private ~~share~~placement ~~exchange,~~to ~~asset~~our ~~acquisition~~Sponsor, ~~share~~generating ~~purchase,~~gross ~~reorganization~~proceeds orof ~~similar~~$11,060,000. ~~business~~Each Private ~~combination~~Placement ~~with~~Unit consists of one orClass ~~more~~A ~~businesses~~Share, orpar ~~entities~~value $0.0001 per share (the “~~business~~Private ~~combination~~Placement Shares”)., ~~While~~and weone-half of ~~may~~one ~~pursue~~redeemable anwarrant ~~acquisition~~(the ~~opportunity~~“Private inPlacement ~~any business~~Warrants”, ~~industry~~and ortogether ~~geographic~~with ~~location~~the Public Warrants, wethe ~~intend~~“Warrants”). The toPrivate ~~focus~~Placement onUnits ~~opportunities~~are inidentical ~~media~~to the Units, ~~entertainment~~subject ~~and~~to ~~sports,~~certain aslimited ~~well~~exceptions as ~~within~~described ~~e-commerce~~herein and ~~technology,~~in ~~leveraging~~ the ~~expansive~~registration statement ~~professional~~relating ~~network~~to ~~and~~the ~~operating expertise of our management team~~IPO.

~~On November 16, 2021, we consummated our initial public offering (~~Following the “IPO~~”) of 25~~,~~300,000~~ ~~units (~~the ~~“Units”),~~full ~~inclusive~~exercise of ~~3,300,000 Units sold to~~ the underwriters ~~upon the underwriters~~’ ~~election to fully exercise their~~ over-allotment option, atand athe ~~price~~sale of ~~$10.00~~the ~~per~~Private ~~Unit~~Placement Units, ~~generating~~a total ~~gross proceeds~~ of $~~253~~258,~~000~~060,000. ~~Each~~(which ~~Unit~~amount ~~consists~~includes ~~of one Class A ordinary share~~$9,915,000 ~~par~~of ~~value~~deferred ~~$0.0001~~underwriting ~~per~~fees) ~~share~~was ~~(the~~placed ~~“Public~~in ~~Shares”),~~a ~~and one~~U.S.-~~half~~based oftrust ~~one~~account ~~redeemable warrant~~ (the “~~Public Warrants~~Trust Account”), ~~with~~at ~~each~~J.P. ~~whole~~Morgan ~~Public~~Chase ~~Warrant~~Bank, ~~entitling~~N.A., ~~the~~maintained ~~holder~~by ~~thereof~~Continental toStock ~~purchase~~Transfer ~~one~~& ~~Class A~~Trust ~~ordinary~~Company, ~~share~~acting ~~for~~as trustee (“Continental”).

$In connection with the extraordinary general meeting of the shareholders of the Company held on May 11, 2023, the holders of 22,347,384 Class A Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.5052 per share, for an aggregate redemption amount of approximately $235 million. After the satisfaction of such redemptions in May 2023, the balance in the Trust Account became approximately $31 million. Also, in connection with the extraordinary general meeting of the shareholders of the Company held on May 11, 2023, the holders of the Public Shares (the “Public Shareholders”) approved a proposal to provide for the right of a holder of the Founder Shares to convert into Class A Shares, on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination. As a result of the redemptions described above and the conversion of the Founder Shares, as of December 31, 2023, there were an aggregate of 12,491,949 Class A Shares outstanding, comprised of 2,952,616 Class A Shares held by Public Shareholders, 1,106,000 Class A Shares initially sold as part of the Private Placement Units issued to the Sponsor in connection with the IPO and 8,433,333 Class A Shares that were converted from the Founder Shares.

~~Prior~~In toconnection with the ~~consummation~~extraordinary general meeting of the ~~IPO,~~shareholders of the Company held on ~~September 3~~May 11, ~~2021~~2023 to approve the extension of the period of time we have to complete an initial business combination, initially ~~our~~to ~~sponsor~~November 16, ~~LAMF~~2023 ~~SPAC~~(the ~~Holdings~~“Initial IExtension”) ~~LLC~~and then in one-month increments up to six additional times (each an “Additional Monthly Extension”), or a ~~Cayman~~total ~~Islands~~of ~~limited~~up ~~liability~~to ~~company~~twelve months total, up to May 16, 2024 (the “~~Sponsor~~Extension”), we ~~paid~~and ~~$25~~the Sponsor entered into agreements on May 5,~~000~~ 2023 and May 8, or2023 ~~approximately~~(the ~~$0.003~~“Non-Redemption ~~per~~Agreements”) ~~share~~with respect to Public Shares held by certain unaffiliated third-party investors, pursuant to ~~cover~~which ~~formation~~such ~~costs~~investors, in ~~exchange~~connection ~~for~~with the Extension, agreed not to redeem, or to reverse and revoke any prior redemption election with respect to an aggregate of 72,~~666~~888,~~667~~000 ~~Class~~Public BShares ~~ordinary~~(the “Non-Redeemed ~~shares~~Shares”). Pursuant to the Non-Redemption Agreements, ~~par~~the ~~value~~Sponsor ~~$0.0001~~has ~~per~~agreed ~~share~~to transfer to such investors (i) for the “Initial Extension, a number of Founder Shares~~”).~~ Onequal ~~November 10~~to 21% of the number of Non-Redeemed Shares, ~~2021~~or 606,480 weFounder ~~effected~~Shares, and (ii) for each Additional Monthly Extension, a ~~share~~number ~~capitalization~~of ~~pursuant~~Founder Shares equal to ~~which~~3.5% anof ~~additional~~the ~~766~~number of Non-Redeemed Shares,~~666~~ or 101,080 Founder Shares ~~were~~for ~~issued~~each toAdditional ~~our~~Monthly ~~Sponsor~~Extension, ~~resulting~~or inup to an aggregate of 81,~~433~~212,~~333~~960 Founder Shares ~~outstanding~~if all Additional Monthly Extensions are implemented. None of the Non-Redemption Agreements require the investors party thereto to take any action with respect to an initial business combination, including with respect to the non-redemption or voting of any shares, as such agreements related solely to the non-redemption of Public Shares in connection with the Extension. In connection with the Extension, the Governing Documents were amended to extend the date by which the Company has to consummate an initial business combination.

~~Simultaneously with the closing of the IPO, the Company consummated the sale of~~ 1,106,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to our Sponsor, generating gross proceeds of $11,060,000. Each Private Placement Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Private Placement Shares”), and one-half of one redeemable warrant (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”). The Private Placement Units are identical to the Units, subject to certain limited exceptions as described herein and in the registration statement relating to the IPO.

~~Following~~The funds ~~the~~held ~~IPO,~~in the ~~full~~Trust ~~exercise~~Account ofhave ~~the~~been ~~underwriters’~~and ~~over-allotment~~may ~~option,~~only ~~and~~be ~~the~~held ~~sale~~as ofcash, ~~the~~in ~~Private~~an ~~Placement~~interest-bearing ~~Units~~demand deposit account, aor ~~total~~invested ofin U.S. ~~$258~~government securities,~~060,000~~ ~~(which~~within ~~amount~~the ~~includes~~meaning ~~$9,915,000~~set offorth ~~deferred~~in ~~underwriting~~Section ~~fees~~2(a)(16) ~~was~~of ~~placed~~the inInvestment aCompany ~~U.S.-based~~Act ~~trust~~of ~~account~~1940, as amended (the “~~Trust~~Investment Company ~~Account~~Act”), atwith ~~J.P.~~a ~~Morgan~~maturity ~~Chase~~of ~~Bank,~~185 ~~N.A.,~~days ~~maintained~~or byless ~~Continental~~in ~~Stock~~money ~~Transfer &~~market ~~Trust~~funds meeting certain obligations under Rule 2a-7 under the Investment Company, ~~acting~~Act aswhich ~~trustee~~invest only in direct U.S. government treasury obligations.

On December 6, 2023, the Company and Continental entered into an amendment to the Investment Management Trust Agreement, dated as of November 10, 2021 (as amended, the “Trust Agreement”), relating to the Trust Account, to permit Continental, as trustee, to effectuate the Company’s instructions to liquidate the U.S. government securities or money market funds previously held in the Trust Account and to subsequently hold such funds in an interest-bearing demand deposit bank account. As of December 31, ~~2022~~2023, there was $~~261~~32,~~998~~178,~~590~~652 of ~~in investments and~~ cash held in the Trust Account, which includes interest income available to us for franchise and income tax obligations of approximately $100,000, and approximately $~~268~~128,~~200~~374 of cash held outside the Trust Account. As of December 31, ~~2022~~2023, we have not withdrawn any interest earned from the Trust Account to pay taxes.

AsBusiness Combination of December 31, 2022, the proceeds held in the Trust Account were held in cash and United States Treasury securities. The Company classifies its United States Treasury securities as trading in accordance with ~~Financial~~Nuvo ~~Accounting~~Group ~~Standards Board (“FASB”) ASC Topic 320 “Investments-Debt and Equity Securities~~Ltd.~~” Trading~~ ~~treasury securities are recorded at fair value at the end of each reporting period.~~

~~Our~~On August 17, 2023, the Company entered into a business combination agreement (the “Business ~~Strategy~~Combination Agreement”) pursuant to which the Company will engage in a business combination transaction with Nuvo Group Ltd., a limited liability company organized under the State of Israel (“Nuvo”) (the “Business Combination”). The public company ultimately resulting from the completion of the Business Combination will be Holdco Nuvo Group D.G. Ltd., a limited liability company organized under the laws of the State of Israel (“Holdco”). Holdco will have two classes of shares outstanding at the closing of the Business Combination (the “Closing”): (i) ordinary shares, no par value (the “Holdco Ordinary Shares”); and (ii) preferred shares, no par value, (the “Holdco Preferred Shares”).The parties to the Business Combination Agreement are the Company, Nuvo, Holdco, Nuvo Assetco Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Holdco, and H.F.N. Insight Merger Company Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of the Company (“Merger Sub”).

~~Our~~The Business ~~strategy~~Combination isAgreement tocontemplates ~~source~~that ~~and~~the ~~execute a~~ business combination ~~with~~among ~~a company that is growth-oriented and prioritizes its relationship directly with consumers in~~ the ~~dynamic world of media~~Company, ~~entertainment~~Nuvo, ~~sports~~Holdco, ~~e-commerce~~Assetco and ~~technology.~~Merger WeSub ~~intend~~will be tocompleted ~~search~~through ~~globally for~~ the ~~right~~following ~~opportunity,~~series ~~with~~of a focus on North America, Europe and Asia (excluding China and Hong Kong). We will not consummate an initial business combination with a target with its principal business operations in China or Hong Kong. transactions:

1One day prior to the date of the Closing, the Company will be merged with and into Assetco (the “SPAC Merger”) and Assetco will continue as the surviving corporation (Assetco, in its capacity as the surviving entity of the SPAC Merger, the “SPAC Surviving Company”). Pursuant to the SPAC Merger, each Class A Share issued and outstanding immediately prior to the effective time of the SPAC Merger will be automatically cancelled and converted into the right to receive one Holdco Ordinary Share.

~~Table~~After the SPAC Merger, on the date of ~~Contents~~the Closing, Merger Sub will be merged with and into Nuvo (the “Acquisition Merger”) and Nuvo will continue as the surviving corporation. Pursuant to the Acquisition Merger, (i) each of the ordinary shares of Nuvo, par value NIS 0.01 per share (the “Nuvo Shares”), issued and outstanding immediately prior to the effective time of the Acquisition Merger will be automatically cancelled and converted into the right to receive a number of Holdco Ordinary Shares, each valued at $10.20 per share, determined by dividing the Equity Value by the fully diluted share capital of Nuvo (the “Exchange Ratio”), (ii) each of the preferred shares of Nuvo, par value NIS 0.01 per share, issuable in connection with the Interim Financing (as defined below) (the “Company Crossover Preferred Shares”) issued and outstanding immediately prior to the effective time of the Acquisition Merger will be automatically cancelled and converted into the right to receive a number of Holdco Preferred Shares determined by the Exchange Ratio, (iii) each warrant for the purchase of Nuvo Shares issued and outstanding immediately prior to the effective time of the Acquisition Merger will be automatically cancelled and converted into the right to receive one warrant to purchase a number of Holdco Ordinary Shares determined by the Exchange Ratio, and (iv) each outstanding and unexercised option to purchase Nuvo Shares, whether or not then vested or fully exercisable, will be assumed by Holdco and converted into an option to purchase a number of Holdco Ordinary Shares as determined by the Exchange Ratio, in each case subject to the adjustments described in the Business Combination Agreement.

~~Our Acquisition Criteria~~ 2

What follows are our general, non-exhaustive, investment criteria that will guide our selection of prospective target companies that are consistent with our investment themes and business strategy. These criteria will serve as an approximate framework as we evaluate acquisition opportunities, but we may decide to enter into our initial business combination with a target company that does not meet the below criteria. Our intention is to seek to acquire companies with a valuation of $750 million to $2 billion and with the following characteristics: Redemption Offer

~~Strong~~Pursuant to ~~management~~its ~~teams~~governing documents, ~~operational~~the ~~track~~Company ~~records~~will ~~and~~be ~~corporate~~providing ~~governance.~~the holders of the Class A Shares the right to redeem all or a portion of their Class A Shares in connection with the vote to approve the Business Combination.

We intend to seek companies with high-performance management teams. They should have a track record of adapting to dynamic market conditions, exploring new avenues of growth and monetization and an acute awareness of technological advances within their ecosystem with an appetite and skill set to exploit such advances. Financing

~~Supremely positioned to unlock long-term growth.~~ Interim Financing

WePrior to ~~intend~~the execution of the Business Combination Agreement, Nuvo and Holdco entered into securities purchase agreements (the “Interim Financing”) with certain investors (the “Interim Financing Investors”) pursuant to ~~seek~~which ~~companies~~(i) Nuvo ~~that~~has ~~are~~issued ~~very~~Company Crossover ~~well~~Preferred ~~positioned~~Shares to ~~adopt~~the ~~new~~Interim ~~strategies,~~Financing ~~products~~Investors and ~~services~~(ii) upon ~~which~~and subject to the Closing, Holdco will ~~unlock~~issue ~~new~~3,823,530 Holdco ~~avenues~~Ordinary Shares to the Interim Financing Investors, providing Nuvo with an aggregate of ~~growth~~approximately $13,000,000 ~~provide~~of ~~for~~gross ~~first~~proceeds as ~~mover~~a ~~advantage~~result of the Interim Financing. Certain of the Interim Financing Investors are affiliated with the Company and ~~facilitate~~the ~~long-term~~Sponsor ~~investments~~and intend to invest an aggregate of $2,000,000 in the Interim Financing. These affiliates are: (i) Jeffrey Soros, LAMF’s Chairman, who intends to invest $500,000, (ii) Tamim Mourad, a strategic investor of LAMF and an affiliate of a member of the Sponsor, who intends to invest $500,000 and (iii) Gaingels 10X Capital Diversity Fund I, LP, a Delaware limited partnership and an affiliate of a member of the Sponsor, that intends to invest $1,000,000.

~~Sustainable competitive advantages and formidable barriers to entry.~~ Equity Financing

WeThe Business ~~intend~~Combination toAgreement ~~seek~~provides ~~companies~~ that ~~have~~the ~~long-term~~parties ~~competitive~~may ~~advantages~~seek ~~with significant barriers~~ to ~~entry,~~obtain ~~including~~subscriptions ~~diversified~~for ~~consumer~~equity ~~offerings,~~financing ~~sizeable~~in ~~upfront~~connection ~~investment~~with ~~costs,~~the consummation ~~low risk~~ of ~~competitive~~the ~~disruption~~Business ~~and~~Combination ~~unique~~as ~~brand~~may ~~equity~~be /mutually ~~innovation~~agreed orby ~~premium~~the ~~intellectual property~~parties.

~~Financial~~Shareholder Support ~~history of strong and steady free-cash-flow.~~ Agreement

WeConcurrently with ~~intend~~the toexecution ~~seek~~of ~~companies~~the ~~that~~Business ~~have~~Combination anAgreement, ~~enduring~~the ~~track~~Company, ~~record~~Nuvo, Holdco and certain shareholders of ~~growth,~~Nuvo ~~profitability~~(the ~~and~~“Nuvo Shareholders”) ~~sound~~entered ~~fundamentals.~~into ~~For~~a ~~companies~~shareholder ~~that~~support ~~were~~agreement ~~heavily~~(the ~~impacted~~“Shareholder bySupport Agreement”). Under the ~~COVID-19~~Shareholder Support ~~pandemic~~Agreement, weNuvo ~~will~~Shareholders ~~look~~agreed, ~~for~~among ~~early~~other ~~signals~~things, to vote in favor of ~~recovery~~the adoption and ~~fundamental~~approval ~~strengths~~of inthe Business Combination; be bound by certain other covenants and agreements related to the ~~business~~Business Combination; and be bound by certain transfer restrictions with respect to ~~drive~~their ~~strong~~Nuvo ~~financial~~securities ~~performance~~during ~~over~~the ~~time.~~pendency of the Business Combination.

~~Attractive~~Sponsor Support ~~value and valuation.~~ Agreement

WeConcurrently with ~~intend~~the toexecution ~~seek~~of ~~companies~~the ~~that~~Business ~~are~~Combination ~~well-priced~~Agreement, ~~relative~~the toCompany, ~~their~~Nuvo, ~~long-term~~Holdco, ~~value~~the Sponsor and the other Company insiders party thereto (the “Sponsor Parties”) entered into a sponsor support agreement (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, ~~which~~the weSponsor ~~seek~~Parties agreed, among other things, to ~~enhance~~vote in favor of the adoption and approval of the Business Combination, ~~while~~be ~~offering~~bound anby ~~attractive~~certain ~~risk-adjusted~~other ~~financial~~covenants ~~return~~and ~~for~~agreements ~~our~~related ~~shareholders.~~to the Business Combination; be bound by certain transfer restrictions with respect to their securities of the Company during the pendency of the Business Combination and not redeem any Class A Shares in connection with the Business Combination.

~~Will~~Waiver of ~~benefit~~the ~~from~~Deferred ~~being~~Underwriting ~~a publicly traded company.~~ Commissions

WeOn September ~~intend~~22, to2023, ~~seek~~Wells ~~companies~~Fargo ~~that~~Securities, ~~are~~LLC, ~~ready~~the tosole ~~access~~book-running manager of the ~~public~~IPO, ~~markets~~solely ~~and~~with ~~will~~respect ~~use~~to ~~those~~the ~~markets~~Business Combination, waived its entitlement to ~~pursue~~the ~~growth~~payment ~~opportunities~~of all of its $9,915,000 ~~fortify~~deferred ~~the~~underwriting ~~balance~~commissions ~~sheet~~for asits ~~well~~previously completed role as underwriter ~~recruit~~of ~~and~~the ~~retain~~IPO ~~exceptional~~that ~~management~~would ~~and~~have ~~key~~become ~~personnel.~~due upon the consummation of the Business Combination, without any consideration.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. 3

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

2 General

~~Table~~As described above, we have entered into a definitive agreement for Business Combination with Nuvo. Unless otherwise stated, this Form 10-K does not assume the closing of ~~Contents~~the Business Combination. References to the term “initial business combination” in this section include the Business Combination where context requires.

~~Effecting~~We are ~~Our~~not ~~Initial~~presently ~~Business~~engaged ~~Combination~~in, and we will not engage in, any operations for an indefinite period. We intend to effectuate an initial business combination using cash from the proceeds of the IPO and the sale of the Private Placement Units, the proceeds of the sale of our shares in connection with our initial business combination (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.

~~General~~If our business combination is paid for using equity or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our business combination or used for redemptions of our Class A 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.

WeSelection of ~~are~~a ~~not~~Target ~~presently~~Business ~~engaged in,~~ and weStructuring ~~will not engage in, any operations for an indefinite period. We intend to effectuate our initial business combination using cash from the proceeds~~ of ~~the IPO and the sale of the Private Placement Units, the proceeds of the sale of~~ our ~~shares~~Initial inBusiness ~~connection~~Combination with our initial business combination (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 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.

IfWhile we ~~our~~may ~~business~~pursue ~~combination~~an isacquisition ~~paid~~opportunity ~~for~~in ~~using~~any ~~equity~~business, industry or ~~debt~~geographic ~~securities~~location, orwe ~~not~~have ~~all~~focused ofon ~~the~~opportunities ~~funds~~in ~~released~~media, entertainment ~~from~~and ~~the~~sports, ~~Trust~~as ~~Account~~well ~~are~~as ~~used~~within ~~for~~e-commerce ~~payment~~and oftechnology, leveraging the ~~consideration~~expansive inprofessional ~~connection~~network ~~with~~and ~~our~~operating ~~business combination or used for redemptions~~ expertise of our ~~Class A~~management ~~ordinary~~team. ~~shares,~~Our weamended ~~may~~and ~~apply~~restated ~~the~~memorandum ~~balance~~and articles of association (the ~~cash~~“Governing ~~released~~Documents”) to prohibit us from ~~the~~entering ~~Trust~~into ~~Account~~a ~~for~~business ~~general~~combination ~~corporate~~solely ~~purposes,~~with ~~including~~another ~~for~~blank ~~maintenance~~check ~~or expansion of operations of the post-transaction~~ company, ~~the payment of principal~~ or ~~interest~~a ~~due~~similar oncompany ~~indebtedness~~with ~~incurred~~nominal inoperations. ~~completing~~As described ~~our~~above, ~~initial~~we ~~business~~have ~~combination,~~entered tointo ~~fund~~ the ~~purchase~~Business ofCombination ~~other~~Agreement ~~companies~~with ~~or for working capital~~Nuvo.

~~Selection~~Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of aat ~~Target~~least ~~Business~~80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and ~~Structuring~~taxes payable on the interest earned on the Trust Account) at the time of our ~~Initial~~signing ~~Business~~a ~~Combination~~definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or another independent entity that commonly renders valuation or opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. In addition, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

~~While~~We weanticipate ~~may~~structuring ~~pursue~~our aninitial ~~acquisition~~business ~~opportunity~~combination, and have structured the Business Combination, so that the post-transaction company in ~~any~~which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, ~~industry~~however, structure our initial business combination such that the post-transaction company owns or ~~geographic~~acquires ~~location~~less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we ~~intend~~will toonly ~~focus~~complete onsuch ~~opportunities~~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 ~~media,~~the ~~entertainment~~target ~~and~~sufficient ~~sports,~~for it not to be required to register as ~~well~~an investment company under the Investment Company Act of 1940, as ~~within~~amended e(the “Investment Company Act”). Even if the post-~~commerce~~transaction ~~and~~company ~~technology~~owns or acquires 50% or more of the voting securities of the target, ~~leveraging~~our shareholders prior to the ~~expansive~~business ~~professional~~combination ~~network~~may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and ~~operating~~us ~~expertise~~in ofthe ~~our~~business ~~management~~combination ~~team~~transaction. ~~Our~~For ~~amended~~example, we ~~and~~could ~~restated~~pursue ~~memorandum~~a ~~and~~transaction ~~articles~~in which we issue a substantial number of ~~association~~new ~~prohibit~~shares usin ~~from~~exchange ~~entering~~for ~~into~~all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination ~~solely~~could ~~with~~own ~~another~~less ~~blank~~than ~~check~~a ~~company~~majority orof aour ~~similar~~outstanding shares ~~company~~subsequent ~~with~~to ~~nominal~~our ~~operations.~~initial business combination.

~~Nasdaq~~If less ~~rules~~than ~~require that we must complete one or more business combinations having an aggregate fair market value of at least 80~~100% of the ~~value~~equity ofinterests ~~the~~or assets ~~held~~of ina ~~the~~target ~~Trust~~business ~~Account~~or ~~(excluding~~businesses ~~the~~are ~~deferred~~owned ~~underwriting~~or ~~commissions~~acquired ~~and~~by ~~taxes payable on~~ the ~~interest~~post-transaction ~~earned on~~ company, the ~~Trust~~portion ~~Account) at the time~~ of ~~our~~such ~~signing~~business aor ~~definitive~~businesses ~~agreement~~that inis ~~connection~~owned ~~with~~or ~~our~~acquired ~~initial~~is ~~business~~what ~~combination. Our board of directors~~ will ~~make~~be ~~the~~taken ~~determination~~into asaccount tofor ~~the~~purposes ~~fair market value~~ of ~~our~~the ~~initial~~80% ~~business combination. If our board~~ of ~~directors~~net assets istest ~~not~~described ~~able~~above, toprovided ~~independently~~that ~~determine~~in the ~~fair~~event ~~market~~that ~~value~~the ~~of our initial~~ business combination ~~(including~~involves ~~with~~more ~~the~~than ~~assistance~~one oftarget ~~financial advisors)~~business, wethe ~~will~~80% of ~~obtain~~net anassets ~~opinion~~test ~~from~~will anbe ~~independent~~based ~~investment~~on ~~banking~~the ~~firm~~aggregate ~~which~~value isof aall ~~member~~ of the ~~Financial~~target ~~Industry~~businesses ~~Regulatory~~and ~~Authority, Inc. (“FINRA”) or another independent entity that commonly renders valuation or opinions with respect to the satisfaction of such criteria. While~~ we ~~consider it unlikely that our board of directors~~ will ~~not~~treat ~~be able to make an independent determination of~~ the ~~fair~~target ~~market~~businesses ~~value~~together as of our initial business combination, itfor ~~may~~purposes ~~be unable to do so if it is less familiar or experienced with the business~~ of a ~~particular~~seeking ~~target~~shareholder approval or ifconducting ~~there is~~ a ~~significant~~tender ~~amount~~offer, ~~of uncertainty~~ as ~~to the value of the target’s assets or prospects~~applicable. ~~In addition, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.~~

We anticipate structuring our initial business combination so that the post-transaction company in which our Public Shareholders (as defined below) own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, 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 of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. 4

IfIn evaluating ~~less than 100% of the equity interests or assets of~~ a prospective target business ~~or businesses are owned or acquired by the post-transaction company~~, ~~the~~we ~~portion~~expect ofto ~~such~~conduct ~~business~~a ordue ~~businesses~~diligence ~~that~~review iswhich ~~owned~~may orencompass, ~~acquired~~among isother ~~what~~things, ~~will~~meetings with beincumbent ~~taken~~management ~~into~~and ~~account~~employees, ~~for~~document ~~purposes~~reviews, ofinterviews ~~the 80%~~ of ~~net~~customers ~~assets~~and ~~test described above~~suppliers, ~~provided~~inspections ~~that~~of infacilities, ~~the~~as ~~event~~well as ~~that~~reviewing ~~the~~financial ~~business~~and ~~combination~~other ~~involves~~information ~~more~~which ~~than one target business, the 80% of net assets test~~ will be ~~based~~made onavailable ~~the~~to ~~aggregate~~us. ~~value~~If ofwe ~~all~~determine ofto ~~the~~move ~~target~~forward ~~businesses~~with ~~and~~a particular target, we will ~~treat~~proceed ~~the~~to ~~target~~structure ~~businesses~~and ~~together~~negotiate asthe ~~our~~terms ~~initial~~of the business combination ~~for purposes of a seeking shareholder approval or conducting a tender offer, as applicable~~transaction.

3The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The Company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

~~Table~~We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of ~~Contents~~shared ownership with our Sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated (as defined in our Governing Documents) 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. We are not required to obtain such an opinion in any other context.

InRedemption Rights ~~evaluating~~for aPublic prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction. Shareholders

~~The~~We ~~time~~will ~~required~~provide the Public Shareholders with the opportunity to ~~select~~redeem all ~~and~~or ~~evaluate~~a portion of their Public Shares upon the completion of our initial business combination, including the Business Combination, at a ~~target~~per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account described below as of two business days ~~and~~prior to ~~structure~~the ~~and~~consummation ~~complete~~of our initial business combination, ~~and~~including ~~the~~interest ~~costs~~earned ~~associated~~on ~~with~~the ~~this~~funds ~~process,~~held ~~are~~in ~~not~~the ~~currently~~Trust ~~ascertainable~~Account ~~with~~(which interest ~~any~~shall ~~degree~~be net of ~~certainty.~~taxes ~~Any~~payable), ~~costs~~divided ~~incurred~~by ~~with~~the ~~respect~~number of then outstanding Public Shares, subject to the ~~identification~~limitations and ~~evaluation~~on ~~of,~~the conditions described herein and ~~negotiation~~in ~~with,~~the aregistration ~~prospective~~statement ~~target~~relating ~~business~~to ~~with~~the ~~which~~IPO. If we are unable to complete our initial business combination by isthe ~~not~~date ~~ultimately~~provided ~~completed~~in ~~will~~our ~~result~~Governing inDocuments ~~our~~(or ~~incurring~~up ~~losses~~to ~~and~~May ~~will~~16, ~~reduce~~2024, pursuant to the ~~funds~~Extension (as defined below)), we ~~can~~will ~~use~~redeem 100% of the Public Shares at a per share price, payable in cash, equal to ~~complete~~the ~~another~~aggregate ~~business~~amount ~~combination.~~then ~~The~~on ~~Company~~deposit ~~will~~in ~~not~~the ~~pay~~Trust ~~any~~Account, ~~consulting~~including interest ~~fees~~earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to ~~members~~$100,000 of ~~our~~interest ~~management~~to pay ~~team~~dissolution expenses), ordivided ~~any~~by the number of ~~their~~then ~~respective~~outstanding ~~affiliates~~Public Shares, ~~for~~subject ~~services~~to ~~rendered~~applicable tolaw orand certain conditions as further described in ~~connection~~the ~~with~~registration ~~our~~statement ~~initial~~relating ~~business~~to ~~combination.~~the IPO.

WeShareholders May ~~are~~Not ~~not~~Have ~~prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, executive officers or directors, or completing~~ the ~~business~~Ability ~~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~~Approve anOur ~~initial~~Initial ~~business~~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. We are not required to obtain such an opinion in any other context. Combination

~~Redemption~~We may ~~Rights~~conduct redemptions without a shareholder vote pursuant to the tender offer rules of the United States Securities and Exchange Commission (the “SEC”) subject to the provisions of our Governing Documents. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for ~~Public~~business ~~Shareholders~~or other legal reasons. We intend to seek shareholder approval of the Business Combination with Nuvo.

WeUnder Nasdaq’s ~~will~~listing provide the holders of the Public Shares (the “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 pricerules, ~~payable~~shareholder inapproval ~~cash,~~would equal to the aggregate amount then on deposit in the Trust Account described below 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 (which interest shall be ~~net~~required offor 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 IPO. If we are unable to complete our initial business combination ~~within 18 months of the closing of the IPO~~if, orfor by May 16, 2023, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, subject to applicable law and certain conditions as further described in the registration statement relating to the IPO. example:

~~Shareholders~~● ~~May~~We ~~Not~~issue ~~Have~~ordinary ~~the~~shares ~~Ability~~that will be equal to ~~Approve~~or ~~Our~~in ~~Initial~~excess ~~Business~~of ~~Combination~~20% of the number of our ordinary shares then outstanding (other than in a public offering);

We● ~~may~~Any ~~conduct~~of ~~redemptions~~our ~~without~~directors, aofficers ~~shareholder~~or ~~vote~~substantial ~~pursuant~~shareholders to(as ~~the~~defined ~~tender~~by ~~offer~~Nasdaq rules) ofhas ~~the~~a ~~SEC~~5% ~~subject~~or togreater interest earned on the ~~provisions~~Trust ofAccount ~~our~~(or ~~amended~~such ~~and~~persons ~~restated~~collectively ~~memorandum~~have ~~and~~a ~~articles~~10% ofor ~~association.~~greater ~~However~~interest), wedirectly ~~will~~or ~~seek~~indirectly, ~~shareholder~~in ~~approval~~the iftarget itbusiness isor ~~required~~assets byto ~~law~~be acquired or ~~applicable~~otherwise ~~stock~~and ~~exchange~~the ~~rule,~~present or wepotential ~~may~~issuance ~~decide~~of toordinary ~~seek~~shares ~~shareholder~~could ~~approval~~result ~~for~~in ~~business~~an increase in outstanding ordinary shares or ~~other~~voting ~~legal~~power ~~reasons.~~of 5% or more; or

~~Under~~● ~~Nasdaq’s~~The ~~listing~~issuance ~~rules,~~or ~~shareholder~~potential ~~approval~~issuance ~~would~~of beordinary ~~required~~shares ~~for~~will ~~our~~result ~~initial~~in ~~business~~our ~~combination~~undergoing ~~if,~~a ~~for~~change ~~example:~~of control.

~~• We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering);~~5

•The decision ~~Any~~as to whether we will seek shareholder approval of ~~our~~a ~~directors,~~proposed ~~officers~~business orcombination ~~substantial~~in ~~shareholders~~those ~~(as~~instances ~~defined~~in bywhich ~~Nasdaq~~shareholder approval ~~rules)~~is ~~has~~not arequired 5%by applicable law or ~~greater~~stock ~~interest~~exchange ~~earned~~listing onrequirements ~~the~~will ~~Trust~~be ~~Account~~made ~~(or~~by ~~such~~us, ~~persons~~solely ~~collectively~~in ~~have~~our discretion, and will be based on business and legal reasons, which include a ~~10%~~variety orof ~~greater~~factors, ~~interest)~~including, ~~directly~~but ornot ~~indirectly~~limited to: (i) the timing of the transaction, including in the ~~target~~event ~~business~~we ordetermine ~~assets~~shareholder approval would require additional time and there is either not enough time to beseek ~~acquired~~shareholder approval or ~~otherwise~~doing ~~and~~so would place the ~~present~~Company orat ~~potential~~a ~~issuance~~disadvantage ofin ~~ordinary~~the ~~shares~~transaction ~~could~~or result in another additional ~~increase~~burdens inon ~~outstanding~~the ~~ordinary~~Company; ~~shares~~(ii) orthe ~~voting~~expected ~~power~~cost of 5%holding ora ~~more~~shareholder vote; or(iii) the risk that the shareholders would fail to approve the proposed business combination; (iv) other time and budget constraints of the Company; and (v) additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

~~• The issuance or potential issuance~~ Submission of ~~ordinary~~our ~~shares~~Initial ~~will~~Business ~~result~~Combination into ~~our undergoing~~ a ~~change~~Shareholder ~~of control.~~Vote

4In the event that we seek shareholder approval of our initial business combination, such as with the Business Combination with Nuvo, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial business combination.

~~Table~~If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of ~~Contents~~an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. In accordance with our Governing Documents, a quorum for such meeting will consist of the holders present in person or by proxy of ordinary shares of the Company representing at least one-third of the voting power of all outstanding ordinary shares of the Company entitled to vote at such meeting. Holders of our Founder Shares (our “Initial Shareholders”) will count towards this quorum and, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote any Founder Shares they hold and any Public Shares purchased during or after our IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination.

~~The decision as to whether~~ If we ~~will~~ seek shareholder approval of aour ~~proposed~~initial business combination inand ~~those~~we ~~instances~~do ~~in which shareholder approval is~~ not ~~required~~conduct byredemptions ~~applicable~~in ~~law~~connection orwith ~~stock~~our ~~exchange~~initial ~~listing~~business combination ~~requirements~~pursuant ~~will~~to bethe ~~made~~tender byoffer usrules, ~~solely in~~ our ~~discretion~~Sponsor, ~~and~~Initial ~~will~~Shareholders, bedirectors, ~~based~~executive ~~on business and legal reasons~~officers, ~~which~~advisors ~~include~~or atheir ~~variety~~affiliates may ofpurchase ~~factors,~~Public ~~including,~~Shares ~~but~~or ~~not~~Public ~~limited~~Warrants ~~to:~~in ~~(i) the~~privately ~~timing~~negotiated oftransactions ~~the~~or ~~transaction, including~~ in the ~~event~~open wemarket ~~determine~~either ~~shareholder~~prior ~~approval~~to ~~would~~or ~~require~~following the ~~additional~~completion ~~time~~of ~~and~~our ~~there~~initial isbusiness ~~either~~combination. ~~not~~However, ~~enough~~they ~~time~~have tono ~~seek~~current ~~shareholder~~commitments, ~~approval~~plans or ~~doing~~intentions soto ~~would~~engage ~~place~~in ~~the~~such transactions ~~Company~~and athave anot ~~disadvantage~~formulated inany ~~the~~terms ~~transaction~~ or ~~result~~conditions infor ~~other~~any ~~additional~~such ~~burdens~~transactions. onIn the ~~Company;~~event ~~(ii) the~~that ~~expected~~our ~~cost~~Sponsor, ofInitial ~~holding~~Shareholders, directors, aofficers, ~~shareholder~~advisors ~~vote;~~or ~~(iii) the~~their ~~risk~~affiliates ~~that~~purchase ~~the~~Public ~~shareholders~~Shares ~~would~~in ~~fail~~privately tonegotiated ~~approve~~transactions ~~the~~from ~~proposed~~Public ~~business~~Shareholders who ~~combination;~~have ~~(iv) other~~already ~~time~~elected ~~and~~to ~~budget~~exercise ~~constraints~~their ofredemption ~~the~~rights, ~~Company;~~such ~~and~~selling ~~(v) additional~~shareholders ~~legal complexities of a proposed business combination that~~ would be ~~time-consuming~~required ~~and~~to ~~burdensome~~revoke totheir ~~present~~prior elections to ~~shareholders.~~redeem their Public Shares.

~~Submission~~We do ofnot ~~our~~currently ~~Initial~~anticipate ~~Business~~that ~~Combination~~such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Securities Exchange Act of 1934 (the “Exchange Act”) or a ~~Shareholder~~going-private ~~Vote~~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.

InThe purpose of any such purchases of shares could be to (i) vote such shares in favor of the ~~event~~business ~~that~~combination weand ~~seek~~thereby increase the likelihood of obtaining shareholder approval of the business combination or (ii) 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 weit ~~will~~appears ~~distribute~~that ~~proxy~~such ~~materials~~requirement ~~and,~~would inotherwise ~~connection~~not ~~therewith,~~be ~~provide~~met. ~~our~~The purpose of any such purchases of Public ~~Shareholders~~Warrants ~~with~~could be to reduce the ~~redemption~~number ~~rights~~of ~~described~~Public ~~above~~Warrants ~~upon~~outstanding ~~completion~~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 Public 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.

~~If we seek shareholder approval, we will complete our initial business combination only if we receive the approval~~ Conduct of anRedemptions ~~ordinary~~Pursuant resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. In accordance with our amended and restated memorandum and articles of association, a quorum for such meeting will consist of the holders present in person or by proxy of ordinary shares of the Company representing at least one-third of the voting power of all outstanding ordinary shares of the Company entitled to ~~vote~~Tender atOffer such meeting. Holders of our Founder Shares (our “Initial Shareholders”) will count towards this quorum and, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote any Founder Shares they hold and any Public Shares purchased during or after our IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination. Rules

IfIn the weevent ~~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,~~offer ~~Initial~~to ~~Shareholders,~~redeem ~~directors,~~will ~~executive~~remain ~~officers,~~open ~~advisors~~for orat ~~their~~least ~~affiliates~~20 ~~may~~business ~~purchase Public Shares or Public Warrants~~ days, in ~~privately~~accordance ~~negotiated~~with ~~transactions~~Rule or14e-1(a) inunder the ~~open~~Exchange ~~market~~Act, ~~either~~and ~~prior~~we towill ornot ~~following~~be ~~the~~permitted ~~completion~~to ofcomplete our initial business combination. ~~However,~~until the ~~they~~expiration ~~have~~of nothe ~~current~~tender ~~commitments,~~offer ~~plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions~~period. InIf ~~the~~Public ~~event that our Sponsor, Initial~~ Shareholders, ~~directors,~~tender ~~officers,~~more ~~advisors~~shares orthan ~~their~~we ~~affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who~~ have ~~already~~offered ~~elected~~ to ~~exercise their redemption rights~~purchase, ~~such~~we ~~selling~~will ~~shareholders~~withdraw the ~~would~~tender beoffer ~~required~~and tonot ~~revoke~~complete ~~their~~the ~~prior~~initial ~~elections~~business ~~to redeem their Public Shares~~combination.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Securities Exchange Act of 1934 (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. 6

~~The purpose of any such purchases of shares could be to (i) vote such shares in favor of~~ Upon the ~~business~~public ~~combination~~announcement ~~and thereby increase the likelihood~~ of obtaining shareholder approval of the business combination or (ii) 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~~if itwe ~~appears~~elect ~~that~~to ~~such~~conduct ~~requirement~~redemptions ~~would~~pursuant ~~otherwise not be met. The purpose of any such purchases of Public Warrants could be~~ to ~~reduce~~ the ~~number~~tender ofoffer ~~Public~~rules, ~~Warrants outstanding~~ we or toour ~~vote~~Sponsor ~~such~~will ~~Warrants~~terminate ~~(as defined below) on~~ any ~~matters~~plan ~~submitted~~established ~~to the warrant holders for approval~~ in ~~connection~~accordance with ~~our~~Rule ~~initial~~10b5-1 ~~business~~to ~~combination.~~purchase ~~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~~ Public Shares orin ~~Public Warrants may be reduced and~~ the ~~number~~open ~~of beneficial holders of our securities may be reduced~~market, ~~which~~in order ~~may~~to ~~make~~comply itwith ~~difficult~~Rule to14e-5 ~~maintain~~under ~~or obtain~~ the ~~quotation,~~Exchange ~~listing or trading of our securities on a national securities exchange~~Act.

~~Conduct~~Limitation on Redemption upon Completion of ~~Redemptions~~our ~~Pursuant~~Initial toBusiness ~~Tender~~Combination ~~Offer~~if ~~Rules~~We Seek Shareholder Approval

InIf we ~~the~~seek ~~event~~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 ~~offer~~Governing toDocuments ~~redeem~~provide ~~will~~that ~~remain~~a ~~open~~Public ~~for~~Shareholder, attogether ~~least~~with 20any ~~business~~affiliate of ~~days,~~such inshareholder ~~accordance~~or any other person with ~~Rule~~whom ~~14e-1(~~such Public Shareholder is acting in concert or as a) “group” (as defined under Section 13 of the Exchange Act), ~~and~~will webe ~~will~~restricted ~~not~~from beseeking ~~permitted~~redemption rights with respect to ~~complete~~Excess Shares (as defined below), without our ~~initial~~prior ~~business~~consent. ~~combination~~We ~~until~~believe ~~the~~this ~~expiration~~restriction ofwill ~~the~~discourage ~~tender~~shareholders ~~offer~~from ~~period.~~accumulating Inlarge ~~addition~~blocks of shares, ~~the~~and ~~tender~~subsequent attempts ~~offer~~by ~~will~~such beholders ~~conditioned~~to onuse ~~Public~~their ~~Shareholders~~ability ~~not~~to ~~tendering~~exercise ~~more~~their ~~than~~redemption rights against a ~~specified~~proposed ~~number~~business ofcombination as a means to force us or our management to purchase their Public Shares, ~~which~~at ~~number~~a ~~will~~significant bepremium ~~based~~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 ~~requirement~~shares ~~that~~sold wein ~~may~~our ~~not~~IPO ~~redeem~~could threaten to exercise its redemption rights if such holder’s Public Shares inare annot ~~amount~~purchased ~~that~~by ~~would~~us, ~~cause~~our Sponsor or our ~~net~~management ~~tangible~~at ~~assets~~a premium to bethe ~~less~~then-current ~~than~~market ~~$5,000,001~~price or on other undesirable terms. IfBy limiting our Public Shareholders’ ~~tender~~ability to redeem no more than 15% of the shares ~~than~~sold wein ~~have~~our ~~offered~~IPO towithout ~~purchase~~our prior consent, we believe we will ~~withdraw~~limit the ~~tender~~ability ~~offer~~of ~~and~~a ~~not~~small group of Public Shareholders to unreasonably attempt to block our ability to complete ~~the~~our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our Public Shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

5Redemption of Public Shares and Liquidation if No Initial Business Combination

~~Table~~If we are unable to complete our initial business combination by the date provided in our Governing Documents (or up to May 16, 2024, pursuant to the Extension), we will: (i) cease all operations except for the purpose of ~~Contents~~winding up, (ii) as promptly as reasonably possible but not more than 10 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining Public 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 by the date provided in our Governing Documents (or up to May 16, 2024, pursuant to the Extension),

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 Public Shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act. Competition

~~Limitation~~In identifying, onevaluating ~~Redemption~~and ~~upon~~selecting ~~Completion~~a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our ~~Initial~~available ~~Business~~financial ~~Combination~~resources. ifThis weinherent ~~seek~~limitation ~~Shareholder~~gives ~~Approval~~others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating and completing an initial business combination.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (as defined below), without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their Public Shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights if such holder’s Public Shares are not purchased by us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our Public Shareholders’ ability to redeem no more than 15% of the shares sold in our IPO without our prior consent, we believe we will limit the ability of a small group of Public Shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our Public Shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. 7

~~Redemption of Public Shares and Liquidation if No Initial Business Combination~~ Facilities

~~Our~~We currently ~~amended~~utilize ~~and~~office ~~restated~~space ~~memorandum~~at ~~and~~9255 ~~articles~~Sunset ~~of association provides that we will have only 18 months from the closing of our IPO, or May 16, 2023, to complete our initial business combination~~Blvd. ~~If we are unable to complete our initial business combination by May 16~~, ~~2023,~~Suite ~~we will: (i) cease all operations except for the purpose of winding up~~1100, ~~(ii) as~~West ~~promptly as reasonably possible but not more than 10 business days thereafter~~Hollywood, ~~redeem the Public Shares~~California, at90069 afrom ~~per-share~~our ~~price,~~Sponsor ~~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 (which interest shall be net of taxes payable~~ and ~~up to $100,000 of interest to pay dissolution expenses), divided by~~ the ~~number~~members of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our ~~remaining~~management ~~Public~~team. ~~Shareholders~~We ~~and~~consider our ~~board~~current ofoffice ~~directors,~~space ~~liquidate~~adequate ~~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,~~current ~~which will expire worthless if we fail to complete our initial business combination by May 16, 2023~~operations.

~~Competition~~Employees and Human Capital Resources

InWe currently ~~identifying,~~have ~~evaluating~~three ~~and~~executive ~~selecting~~officers: aJeffrey ~~target~~Soros, ~~business~~Simon ~~for our initial business combination~~Horsman, weand ~~may~~Morgan ~~encounter~~Earnest. ~~competition~~These ~~from~~individuals ~~other~~are ~~entities~~not ~~having~~obligated ~~a business objective similar~~ to ~~ours,~~devote any ~~including~~specific ~~other~~number ~~special~~of ~~purpose~~hours ~~acquisition~~to ~~companies,~~our ~~private~~matters ~~equity~~but ~~groups~~they ~~and~~intend ~~leveraged~~to ~~buyout~~devote ~~funds,~~as ~~public~~much ~~companies~~of ~~and~~their ~~operating~~time ~~businesses~~as ~~seeking~~they ~~strategic~~deem ~~acquisitions.~~necessary ~~Many~~to ofour ~~these~~affairs ~~entities~~until we ~~are well established and~~ have ~~extensive~~completed ~~experience~~our ~~identifying~~initial ~~and effecting~~ business ~~combinations directly or through affiliates~~combination. ~~Moreover,~~The ~~many~~amount of ~~these~~time ~~competitors~~they ~~possess~~will ~~similar~~devote orin ~~greater~~any ~~financial,~~time ~~technical,~~period ~~human and other resources than us. Our ability to acquire larger target businesses~~ will bevary ~~limited~~based byon ~~our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of~~ whether a target business. ~~Furthermore,~~has ~~our~~been ~~obligation~~selected ~~to pay cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available to us~~ for our initial business combination and ~~our~~the ~~outstanding~~stage ~~Warrants,~~of ~~and~~ the ~~future~~business ~~dilution~~combination ~~they~~process ~~potentially~~we ~~represent,~~are ~~may not be viewed favorably by certain target businesses~~in. We ~~Either~~do ofnot ~~these~~intend ~~factors~~to ~~may~~have ~~place~~any usfull-time atemployees aprior ~~competitive~~to ~~disadvantage~~the incompletion ~~successfully~~of ~~negotiating~~our an initial business combination.

6Periodic Reporting and Financial Information

~~Table~~We have registered our Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of ~~Contents~~the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public accountants. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, which is located at www.sec.gov. In addition, we will provide copies of these documents without charge upon request in writing at 9255 Sunset Blvd., Suite 1100, West Hollywood, California 90069 or by telephone at (424) 343-8760.

~~Facilities~~We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States of America (“US GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). 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 business combination 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 the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We are ~~currently~~required ~~utilize~~to ~~office~~evaluate ~~space~~our atinternal ~~9255~~control ~~Sunset~~procedures ~~Blvd.,~~for ~~Suite~~the ~~515~~fiscal year ending December 31, ~~West~~2023 ~~Hollywood~~as required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Only in the event we are deemed to be a large-accelerated filer or an accelerated filer, ~~California~~and no longer qualify as an emerging growth company, ~~90069~~will ~~from~~we be required to have our ~~Sponsor~~internal ~~and~~control procedures audited. A target business may not be in compliance with the ~~members~~provisions of ~~our~~the ~~management~~Sarbanes-Oxley ~~team~~Act regarding adequacy of their internal controls. WeThe ~~consider~~development of ~~our~~the ~~current~~internal ~~office~~controls ~~space~~of ~~adequate~~any ~~for~~such ~~our~~entity ~~current~~to ~~operations.~~achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

~~Employees and Human Capital Resources~~ 8

We are ~~currently~~a ~~have~~Cayman ~~three~~Islands ~~executive~~exempted ~~officers:~~company. ~~Jeffrey~~Exempted ~~Soros~~companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, ~~Simon~~as ~~Horsman~~such, ~~and~~are ~~Morgan~~exempted ~~Earnest~~from complying with certain provisions of the Companies Act. ~~These~~As ~~individuals~~an ~~are~~exempted ~~not~~company, ~~obligated~~we tohave ~~devote~~applied for ~~any~~and ~~specific~~received ~~number~~a oftax ~~hours~~exemption toundertaking ~~our~~from ~~matters~~the ~~but~~Cayman ~~they~~Islands ~~intend~~government tothat, ~~devote~~in asaccordance ~~much~~with ofSection ~~their~~6 ~~time~~of asthe ~~they~~Tax ~~deem~~Concessions Act ~~necessary~~(As toRevised) ~~our~~of ~~affairs~~the ~~until~~Cayman weIslands, ~~have~~for ~~completed~~a ~~our~~period ~~initial~~of ~~business~~20 ~~combination.~~years ~~The~~from ~~amount~~the date of ~~time~~the ~~they~~undertaking, ~~will~~no ~~devote~~law which is enacted in ~~any~~the ~~time~~Cayman Islands ~~period~~imposing ~~will~~any ~~vary~~tax ~~based~~to be levied on ~~whether~~profits, aincome, ~~target~~gains ~~business~~or ~~has~~appreciations ~~been~~will ~~selected~~apply ~~for~~to ~~our~~us ~~initial~~or ~~business~~our ~~combination~~operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the ~~stage~~nature of ~~the~~estate ~~business~~duty ~~combination~~or ~~process~~inheritance wetax ~~are~~will be payable (i) on or in. Werespect doof ~~not~~our ~~intend~~shares, todebentures ~~have~~or ~~any~~other ~~full~~obligations ~~time~~or ~~employees~~(ii) ~~prior~~by toway of the ~~completion~~withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our ~~initial~~shareholders ~~business~~or ~~combination.~~a payment of principal or interest or other sums due under a debenture or other obligation of us.

~~Periodic~~We are ~~Reporting~~an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we have taken and may ~~Financial~~take ~~Information~~further advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

~~We have registered our Units~~In addition, ~~Public~~Section ~~Shares~~107 ~~and~~of ~~Public Warrants under~~ the ~~Exchange~~JOBS Act ~~and~~also ~~have~~provides ~~reporting obligations, including the requirement~~ that wean ~~file~~“emerging ~~annual,~~growth ~~quarterly~~company” ~~and~~can ~~current~~take ~~reports~~advantage ~~with~~of the ~~SEC.~~extended transition Inperiod ~~accordance~~provided ~~with~~in ~~the~~Section ~~requirements~~7(a)(2)(B) of the ~~Exchange~~Securities Act, ~~our~~for ~~annual~~complying ~~reports~~with ~~contain~~new ~~financial~~or ~~statements~~revised ~~audited~~accounting ~~and reported on by our independent registered public accountants~~standards. ~~The~~In ~~SEC~~other words, ~~maintains~~ an ~~Internet~~“emerging ~~website~~growth ~~that~~company” ~~contains~~can ~~reports,~~delay ~~proxy and information statements and other information regarding issuers that file electronically with~~ the ~~SEC,~~adoption ~~which is located at www.sec.gov. In addition, we will provide copies~~ of ~~these~~certain ~~documents~~accounting ~~without~~standards ~~charge~~until ~~upon~~those ~~request~~standards inwould ~~writing~~otherwise apply atto ~~9255~~private ~~Sunset Blvd~~companies., ~~Suite~~We ~~515,~~have ~~West~~taken ~~Hollywood,~~advantage ~~California~~of ~~90069~~the orbenefits byof ~~telephone~~this atextended ~~(424) 343-8760.~~transition period.

We will ~~provide~~remain ~~shareholders~~an ~~with~~emerging ~~audited~~growth ~~financial~~company ~~statements~~until of the ~~prospective~~earlier ~~target business as part~~ of ~~the~~(1) ~~proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing~~ the ~~target~~last ~~business.~~day ~~In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, accounting principles generally accepted in the United States~~ of ~~America (“US GAAP”), or international financial reporting standards as issued by~~ the ~~International~~fiscal ~~Accounting~~year ~~Standards Board~~ (~~“IFRS”~~a), ~~depending~~following on the ~~circumstances,~~fifth ~~and~~anniversary of the ~~historical~~completion ~~financial statements may be required to be audited in accordance with the standards~~ of the ~~Public~~IPO, ~~Company Accounting Oversight Board~~ (~~United States~~b) ~~(“PCAOB”).~~in ~~These~~which ~~financial~~we ~~statement~~have ~~requirements~~total ~~may~~annual ~~limit~~gross ~~the~~revenue ~~pool~~ of ~~potential~~at ~~target~~least ~~businesses~~$1.07 webillion, ~~may~~or ~~conduct~~(c) anin ~~initial~~which ~~business~~we ~~combination~~are ~~with~~deemed ~~because some targets may~~ to be ~~unable~~a tolarge ~~provide~~accelerated ~~such~~filer, ~~statements~~which inmeans ~~time~~the ~~for~~market usvalue toof ~~disclose such statements in accordance with federal proxy rules and complete~~ our ~~initial~~Class ~~business~~A ~~combination~~Shares ~~within the prescribed time frame. We cannot assure you~~ that ~~any~~are ~~particular~~held ~~target~~by ~~business~~non-affiliates ~~identified~~exceeds by$700 us million as aof ~~potential business combination candidate will have financial statements prepared in accordance with~~ the ~~requirements~~prior ~~outlined~~June ~~above~~30th, or ~~that~~(2) the ~~potential~~date ~~target~~on ~~business~~which ~~will~~we behave ~~able~~issued tomore ~~prepare~~than ~~its~~$1.0 ~~financial~~billion ~~statements~~ in ~~accordance~~non-convertible ~~with~~debt ~~the~~securities during ~~requirements outlined above. To~~ the ~~extent~~prior ~~that~~three-year ~~these requirements cannot be met, we may not be able to acquire the proposed target business~~period. ~~While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.~~

~~We are required to evaluate our internal control procedures for the fiscal year ending December 31~~Additionally, ~~2022 as required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Only in the event~~ we are ~~deemed to be~~ a ~~large~~“smaller ~~accelerated~~reporting ~~filer~~company” ~~or an accelerated filer, and no longer qualify~~ as andefined ~~emerging growth company, will we be required to have our internal control procedures audited. A target business may not be~~ in ~~compliance~~Item ~~with~~10(f) ~~the~~(1) ~~provisions~~ of ~~the~~Regulation ~~Sarbanes~~S-~~Oxley Act regarding adequacy of their internal controls~~K. ~~The~~Smaller ~~development~~reporting ofcompanies ~~the~~may ~~internal~~take advantage ~~controls~~ of ~~any~~certain ~~such~~reduced ~~entity~~disclosure toobligations, ~~achieve~~including, ~~compliance~~among ~~with~~other ~~the~~things, ~~Sarbanes-Oxley~~providing ~~Act~~only ~~may~~two ~~increase~~years ~~the~~of ~~time~~audited ~~and~~financial ~~costs necessary to complete any such business combination~~statements.

We will ~~are~~remain a ~~Cayman~~smaller ~~Islands~~reporting ~~exempted~~ company. ~~Exempted~~until ~~companies are Cayman Islands companies conducting business mainly outside~~ the ~~Cayman~~last ~~Islands~~day ~~and, as such, are exempted from complying with certain provisions~~ of the ~~Companies~~fiscal ~~Act.~~year ~~As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that,~~ in ~~accordance~~which ~~with Section 6 of the Tax Concessions Act~~ (~~As Revised~~1) of the ~~Cayman~~market ~~Islands,~~value ~~for a period~~ of 20our ~~years~~ordinary ~~from~~shares ~~the~~held by ~~date~~non-affiliates ofexceeds ~~the~~$250 ~~undertaking,~~million noas ~~law~~of ~~which is enacted in~~ the ~~Cayman~~prior ~~Islands~~June ~~imposing any tax to be levied on profits~~30th, ~~income, gains~~ or ~~appreciations~~(2) ~~will apply to us or~~ our ~~operations~~annual ~~and,~~revenues inexceeded ~~addition,~~$100 ~~that~~million noduring such ~~tax~~completed tofiscal beyear ~~levied~~and ~~on profits, income, gains or appreciations or which is in~~ the ~~nature~~market ofvalue ~~estate duty or inheritance tax will be payable (i) on or in respect~~ of our ordinary shares, ~~debentures~~held orby ~~other~~non-affiliates ~~obligations~~exceeds or$700 ~~(ii) by~~million ~~way~~as of the ~~withholding~~prior 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 usJune 30thth.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we have taken and may take further advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 9

7Item 1A. Risk Factors.

~~Table~~An investment in our securities involves a high degree of ~~Contents~~risk. You should consider carefully all of the risks described below, together with the other information contained in this Form 10-K. 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.

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

WeOur business ~~will~~is ~~remain~~subject anto ~~emerging~~numerous ~~growth~~risks ~~company~~and ~~until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1~~uncertainties.07 ~~billion,~~Such orrisks ~~(c) in which we are deemed to be a large accelerated filer~~include, ~~which~~but ~~means the market value of our Class A ordinary shares that~~ are ~~held~~not bylimited ~~non-affiliates exceeds $700 million as of the prior June 30th, or (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.~~ to:

~~Additionally,~~● weWe are a ~~“smaller~~blank ~~reporting~~check company” aswith ~~defined~~no inoperating ~~Item 10(f)~~history ~~(1) of~~and ~~Regulation~~no ~~S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations~~revenues, ~~including,~~and ~~among~~you ~~other~~have ~~things,~~no ~~providing~~basis ~~only~~on ~~two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in~~ which ~~(1) the~~to ~~market~~evaluate ~~value of~~ our ~~ordinary~~ability ~~shares~~to ~~held~~achieve ~~by non-affiliates exceeds $250 million as of the prior June 30th, or (2)~~ our ~~annual~~business ~~revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th~~objective.

~~Item 1A.~~● ~~Risk~~Our ~~Factors.~~Public Shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our Public Shareholders do not support such a combination.

An● ~~investment~~Your inonly ~~our~~opportunity ~~securities~~to ~~involves~~affect ayour ~~high~~investment ~~degree~~decision ofregarding ~~risk.~~a ~~You~~potential ~~should consider carefully all of the risks described below, together with the other information contained in this Form 10-K. If any of the following events occur, our~~ business, ~~financial~~combination ~~condition and operating results~~ may be ~~materially~~limited ~~adversely~~to ~~affected. In that event,~~ the ~~trading~~exercise ~~price~~ of ~~our~~your ~~securities~~right ~~could~~to ~~decline,~~redeem ~~and~~your ~~you~~Public ~~could~~Shares ~~lose~~from ~~all~~us orfor ~~part of your investment~~cash.

~~Summary~~● If we seek shareholder approval of ~~Risk~~our ~~Factors~~initial 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.

~~Our~~● ~~business~~The isability ~~subject~~of our Public Shareholders to ~~numerous~~redeem ~~risks~~their ~~and~~Public ~~uncertainties.~~Shares ~~Such~~for ~~risks~~cash ~~include~~may make our financial condition unattractive to potential business combination targets, ~~but~~which ~~are~~may ~~not~~make ~~limited~~it difficult for us to: enter into a business combination with a target.

•● WeThe ~~are~~ability aof ~~blank~~our ~~check~~Public ~~company~~Shareholders to exercise redemption rights with norespect ~~operating~~to ~~history~~a ~~and~~large nonumber ~~revenues,~~of ~~and~~our ~~you~~Public ~~have~~Shares nomay ~~basis~~not onallow ~~which~~us to ~~evaluate~~complete ~~our~~the ~~ability~~most todesirable ~~achieve~~business combination or optimize our ~~business~~capital ~~objective~~structure.

•● ~~Our~~The ~~Public~~requirement ~~Shareholders~~that ~~may~~we ~~not~~complete beour ~~afforded~~initial anbusiness ~~opportunity~~combination toby ~~vote~~the ondate provided in our ~~proposed~~Governing ~~initial~~Documents ~~business~~(or ~~combination~~up to May 16, ~~and~~2024, ~~even~~pursuant ifto wethe ~~hold~~Extension) amay ~~vote,~~give ~~holders~~potential oftarget ~~our~~businesses, ~~Founder~~including ~~Shares~~Nuvo, ~~will~~leverage ~~participate~~over us in ~~such~~negotiating ~~vote,~~a ~~which~~business ~~means~~combination weand may ~~complete~~limit ~~our~~the ~~initial~~time we have in which to conduct due diligence on potential business combination ~~even~~targets, ~~though~~in aparticular ~~majority~~as ofwe approach our ~~Public~~dissolution ~~Shareholders~~deadline, dowhich ~~not~~could ~~support~~undermine ~~such~~our aability to complete our initial business combination on terms that would produce value for our shareholders.

~~• 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 Public Shares from us for cash.~~10

•● IfOur wesearch ~~seek~~for ~~shareholder~~a ~~approval~~business ofcombination, ~~our~~and ~~initial~~any target business with which we ultimately consummate a business combination, ~~our~~may ~~Initial~~be ~~Shareholders~~materially ~~and~~adversely ~~management~~affected ~~team~~by ~~have~~events ~~agreed~~that toare ~~vote~~outside inof ~~favor~~our ofcontrol, such ~~initial~~as ~~business~~increased ~~combination~~geopolitical unrest, ~~regardless~~pandemic ofoutbreaks ~~how~~(such ~~our~~as ~~Public~~COVID-19), ~~Shareholders~~and ~~vote~~volatility in the debt and equity markets.

•● ~~The~~If ~~ability~~we seek shareholder approval of our ~~Public~~initial ~~Shareholders~~business tocombination, ~~redeem~~our ~~their~~Sponsor, ~~Public~~directors, ~~Shares~~officers, ~~for~~advisors ~~cash~~or their affiliates may ~~make~~elect ~~our~~to ~~financial~~purchase ~~condition~~Public ~~unattractive~~Shares toor ~~potential~~Public ~~business~~Warrants ~~combination~~from ~~targets~~Public Shareholders, which may ~~make~~influence ita ~~difficult~~vote ~~for~~on usa toproposed ~~enter~~business ~~into~~combination aand ~~business~~reduce ~~combination~~the ~~with~~public a“float” ~~target~~of our securities.

•● ~~The~~If ~~ability~~a ~~of our~~ Public ~~Shareholders~~Shareholder fails to ~~exercise~~receive ~~redemption~~notice ~~rights~~of ~~with~~our ~~respect~~offer to aredeem ~~large number of~~ our Public Shares ~~may~~in ~~not~~connection ~~allow~~with usour initial business combination, or fails to ~~complete~~comply with the ~~most~~procedures ~~desirable~~for ~~business~~submitting ~~combination~~ or ~~optimize~~tendering ~~our~~its ~~capital~~Public ~~structure~~Shares, such Public Shares may not be redeemed.

•● ~~The~~You ~~requirement~~will ~~that~~not wehave ~~complete~~any ~~our~~rights ~~initial~~or ~~business~~interests ~~combination by May 16, 2023 may give potential target businesses leverage over us~~ in ~~negotiating~~funds afrom ~~business combination and may limit~~ the ~~time~~Trust weAccount, ~~have~~except inunder ~~which~~certain tolimited ~~conduct~~circumstances. ~~due diligence on potential business combination targets~~Therefore, into ~~particular~~liquidate asyour ~~we approach our dissolution deadline~~investment, ~~which~~you ~~could~~may ~~undermine~~be ~~our~~forced ~~ability~~ to ~~complete~~sell ~~our~~your ~~initial~~Public ~~business~~Shares ~~combination~~or onWarrants, ~~terms~~potentially ~~that~~at ~~would~~a ~~produce value for our shareholders~~loss.

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

~~Table~~● Because of ~~Contents~~our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not consummated our initial business combination within the required time period, our Public Shareholders as of December 31, 2023, may receive only approximately $10.89 per Public Share, or less in certain circumstances, on our redemption of their Public Shares, and our Warrants will expire worthless.

•● ~~Our~~If ~~search~~the ~~for~~funds anot ~~business~~being ~~combination,~~held ~~and~~in ~~any~~the ~~target~~Trust ~~business~~Account ~~with~~are ~~which~~insufficient weto ~~ultimately~~allow ~~consummate~~us ato ~~business~~operate ~~combination~~until the date provided in the Governing Documents (or up to May 16, ~~may~~2024, bepursuant ~~materially~~to ~~adversely~~the ~~affected~~Extension), byit could limit the ~~status~~amount ofavailable ~~debt~~to ~~and~~complete ~~equity~~an ~~markets~~initial business combination, including the ~~recent~~Business ~~coronavirus~~Combination, ~~(COVID-19)~~and ~~outbreak~~we will depend on loans from the Sponsor or management team to fund our search and ~~other~~to ~~events~~complete our initial business combination.

•● IfPast weperformance ~~seek~~by ~~shareholder approval of~~ our ~~initial~~management ~~business~~team ~~combination,~~and ~~our~~their ~~Sponsor~~affiliates, ~~directors,~~including ~~officers,~~investments ~~advisors~~and ortransactions ~~their~~in ~~affiliates~~which ~~may~~they ~~elect~~have toparticipated ~~purchase~~and ~~Public~~businesses ~~Shares~~with orwhich ~~Public~~they ~~Warrants~~have ~~from~~been ~~Public Shareholders~~associated, ~~which~~ may ~~influence~~not abe ~~vote~~indicative onof afuture ~~proposed~~performance ~~business~~of ~~combination~~an ~~and~~investment ~~reduce~~in the ~~public “float” of our securities~~Company.

•● IfOur ainitial ~~Public~~business ~~Shareholder~~combination ~~fails~~and toour ~~receive~~structure ~~notice~~thereafter ofmay ~~our~~not ~~offer~~be tax-efficient to ~~redeem~~ our ~~Public~~shareholders ~~Shares~~and inwarrant ~~connection~~holders. ~~with~~As ~~our~~a ~~initial~~result of our business combination, orour ~~fails~~tax toobligations ~~comply~~may ~~with~~be ~~the~~more ~~procedures for submitting or tendering its Public Shares~~complex, ~~such~~burdensome ~~Public~~and ~~Shares may not be redeemed~~uncertain.

•● ~~You~~We ~~will~~believe ~~not~~that ~~have~~we ~~any~~were ~~rights~~a passive foreign investment company, or ~~interests~~“PFIC,” infor ~~funds~~our ~~from~~taxable ~~the~~year ~~Trust~~ending ~~Account~~December 31, ~~except~~2021 ~~under~~(our ~~certain~~first ~~limited~~taxable ~~circumstances.~~year) ~~Therefore,~~and tofor ~~liquidate~~our ~~your~~taxable ~~investment~~year ending December 31, ~~you~~2022 ~~may~~and bewe ~~forced~~expect to ~~sell~~be ~~your~~a ~~Public~~PFIC ~~Shares~~for orour ~~Warrants~~taxable year ending December 31, ~~potentially~~2023 atand ain ~~loss~~the foreseeable future. Such PFIC status could result in adverse U.S. federal income tax consequences to U.S. Holders (as defined below)

•● ~~Nasdaq~~We may ~~delist~~be ~~our~~a ~~securities~~passive ~~from~~foreign ~~trading~~investment oncompany, ~~its~~or ~~exchange~~“PFIC,” which could ~~limit~~result ~~investors’~~in ~~ability~~adverse toUnited ~~make~~States ~~transactions~~federal inincome ~~our~~tax ~~securities~~consequences ~~and subject us~~ to ~~additional~~U.S. ~~trading restrictions~~investors.

•● ~~You~~We ~~will~~may ~~not~~reincorporate bein ~~entitled~~another tojurisdiction ~~protections~~in ~~normally~~connection ~~afforded~~with toour ~~investors~~initial ofbusiness ~~many~~combination ~~other~~and ~~blank~~such ~~check~~reincorporation ~~companies~~may result in taxes imposed on shareholders or warrant holders.

•● ~~Because~~An ofinvestment ~~our~~in ~~limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete~~ our ~~initial~~securities ~~business combination. If we have not completed our initial business combination within the required time period, our Public Shareholders~~ may ~~receive~~result ~~only~~in ~~approximately~~uncertain ~~$10~~U.20S. ~~per~~federal ~~Public~~income ~~Share,~~tax ~~or less in certain circumstances, on our redemption of their Public Shares, and our Warrants will expire worthless~~consequences.

•● IfWe ~~the~~may ~~net~~not ~~proceeds~~be ofable ~~the~~to ~~IPO~~complete ~~and~~an ~~the~~initial ~~sale~~business ofcombination ~~the~~since ~~Private~~such ~~Placement~~initial ~~Units~~business ~~not~~combination ~~being~~may ~~held~~be insubject ~~the Trust Account are insufficient~~ to ~~allow~~regulatory usreview toand ~~operate~~approval ~~for at least the 18 months following the closing of the IPO~~requirements, itincluding ~~could~~pursuant ~~limit the amount of cash available~~ to ~~fund~~foreign ~~our~~investment ~~search~~regulations ~~for a target business or businesses~~ and ~~complete~~review ~~our~~by ~~initial~~governmental ~~business~~entities ~~combination,~~such ~~and~~as wethe ~~will~~Committee ~~depend~~ on ~~loans~~Foreign ~~from~~Investment ~~our~~in ~~Sponsor~~the orUnited ~~management~~States ~~team~~(“CFIUS”), toor ~~fund~~may ~~our~~be ~~search~~ultimately ~~and to complete our initial business combination~~prohibited.

•● ~~Past~~If ~~performance~~we byare ~~our~~deemed ~~management~~to ~~team~~be ~~and~~an ~~their~~investment ~~affiliates,~~company ~~including~~for ~~investments~~purposes ~~and~~of ~~transactions~~the inInvestment ~~which~~Company ~~they~~Act, ~~have~~we ~~participated~~may ~~and~~be ~~businesses~~forced ~~with~~to ~~which~~abandon ~~they~~our ~~have~~efforts ~~been~~to ~~associated,~~complete ~~may~~an ~~not~~initial bebusiness ~~indicative~~combination ofand ~~future~~instead ~~performance~~be ofrequired anto ~~investment~~liquidate in the Company.

•● ~~Unlike~~The ~~some~~date ~~other~~for ~~similarly~~mandatory ~~structured~~liquidation ~~special~~and ~~purpose~~subsequent ~~acquisition~~redemption ~~companies,~~of ~~our~~shares ~~Initial~~raises ~~Shareholders~~substantial ~~will~~doubt ~~receive~~about ~~additional~~the ~~Class~~Company’s Aability ~~ordinary shares if we issue certain shares~~ to ~~consummate~~continue anas ~~initial~~a ~~business~~going ~~combination~~concern.

~~• We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.~~11

•Risks Relating Weto ~~may~~Our ~~reincorporate~~Search infor, ~~another jurisdiction in connection with our initial business combination~~ and ~~such~~Consummation ~~reincorporation~~of ~~may~~or ~~result~~Inability into ~~taxes~~Consummate, ~~imposed~~a onBusiness ~~shareholders or warrant holders.~~Combination

•Our shareholders Anmay ~~investment~~not inbe afforded an opportunity to vote on our ~~securities~~proposed ~~may~~initial ~~result~~business combination, and even if we hold a vote, holders of our Founder Shares will participate in ~~uncertain~~such ~~U.S.~~vote, ~~federal~~which ~~income~~means ~~tax~~we ~~consequences~~may complete our initial business combination even though a majority of our Public Shareholders do not support such a combination.

•While we Weplan to hold a shareholders meeting in connection with the Business Combination, we may choose not beto ~~able~~hold toa ~~complete~~shareholder vote to approve an alternative initial business combination ~~since~~if ~~such~~the ~~initial~~ business combination ~~may~~would benot ~~subject~~require shareholder approval under applicable law or stock exchange listing requirement. Except for as required by applicable law or stock exchange requirement, the decision as to ~~regulatory~~whether we ~~review~~will ~~and~~seek shareholder approval ~~requirements,~~of ~~including~~a ~~pursuant~~proposed business combination or will allow shareholders to ~~foreign~~sell ~~investment~~their ~~regulations~~Public ~~and~~Shares ~~review~~to us in a tender offer will be made by ~~governmental~~us, ~~entities~~solely in our discretion, and will be based on a variety of factors, such as the ~~Committee~~timing onof ~~Foreign~~the ~~Investment~~transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our Founder Shares will participate in the ~~United~~vote ~~States~~on (such approval. Accordingly, we may complete our initial business combination even if a majority of our Public Shareholders do not approve of the business combination. Please see the section entitled “~~CFIUS~~Risk Factors – Our 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”), or“Business ~~may~~– beSubmission ~~ultimately~~of ~~prohibited~~our Initial Business Combination to a Shareholder Vote” and “Business – Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.

• If we ~~are~~seek ~~deemed~~shareholder toapproval ~~be an investment company for purposes~~ of ~~the~~our ~~Investment~~initial ~~Company~~business ~~Act~~combination, weour ~~may~~Initial beShareholders ~~forced~~and tomanagement ~~abandon~~team ~~our~~have ~~efforts~~agreed to ~~complete~~vote anin favor of such initial business combination, ~~and~~regardless ~~instead~~of behow ~~required~~our toPublic ~~liquidate~~Shareholders ~~the Company~~vote.

•As ~~The~~of ~~date~~December ~~for~~31, ~~mandatory~~2023, ~~liquidation~~our Initial Shareholders owned 76.4% of our issued and ~~subsequent~~outstanding ~~redemption~~ordinary shares. Our Initial Shareholders and management team also may from time to time purchase Public Shares prior to our initial business combination. Our Governing Documents provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares ~~raises~~voted ~~substantial~~at such ~~doubt~~meeting, ~~about~~including the ~~Company’s~~Founder ~~ability~~Shares. As a result, we will not need any Public Shares held by Public Shareholders in addition to the ~~continue~~shares asowned aby ~~going~~our ~~concern~~Initial Shareholders to be voted in favor of an initial business combination in order to have our initial business combination approved.

9Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your Public Shares from us for cash.

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

~~Risks~~The ability ~~Relating~~of our Public Shareholders to ~~Our~~redeem ~~Search~~their Public Shares for, ~~and~~cash ~~Consummation~~may ofmake orour ~~Inability~~financial condition unattractive to ~~Consummate~~potential business combination targets, which may make it difficult for us to enter into a ~~Business~~business ~~Combination~~combination with a target.

~~Our~~Even though ~~shareholders~~the ~~may~~Business Combination Agreement does not behave ~~afforded~~a minimum cash requirement, we may seek to enter into an ~~opportunity~~alternative business combination transaction agreement with minimum cash requirement for (i) cash consideration to ~~vote~~be onpaid ~~our~~to ~~proposed~~the ~~initial~~target ~~business~~or ~~combination~~its owners, ~~and~~(ii) cash ~~even~~for ifworking wecapital ~~hold~~or aother ~~vote,~~general ~~holders~~corporate purposes or (iii) the retention of ~~our~~cash ~~Founder~~to ~~Shares~~satisfy ~~will~~other ~~participate~~conditions. inIf too many Public Shareholders exercise their redemption rights, we would not be able to meet such ~~vote~~closing condition and, ~~which~~as ~~means~~a weresult, ~~may~~would ~~complete~~not be ~~our~~able ~~initial~~to proceed with the business combination. ~~even~~Prospective ~~though~~targets awill ~~majority~~be aware of ~~our~~these ~~Public~~risks ~~Shareholders~~and, dothus, ~~not~~may ~~support~~be ~~such~~reluctant to enter into a business combination. transaction with us.

We may choose not to hold a shareholder vote to approve our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. Except for as required by applicable law or stock exchange requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their Public Shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our Founder Shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if a majority of our Public Shareholders do not approve of the business combination we complete. Please see the section entitled “Risk Factors – Our 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”, “Business – Submission of our Initial Business Combination to a Shareholder Vote” and “Business – Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information. 12

IfThe ability weof ~~seek~~our ~~shareholder~~Public ~~approval~~Shareholders ofto ~~our~~exercise ~~initial~~redemption ~~business~~rights ~~combination,~~with ~~our~~respect ~~Initial~~to ~~Shareholders~~a ~~and~~large ~~management~~number ~~team~~of ~~have~~our ~~agreed~~Public toShares ~~vote~~may innot ~~favor~~allow ofus to ~~such~~complete ~~initial~~the most desirable business combination, ~~regardless~~or ofoptimize ~~how~~ our ~~Public~~capital ~~Shareholders vote~~structure.

~~Our~~At the ~~Initial~~time ~~Shareholders~~we ~~owned~~enter ~~25%~~into ofan ~~our~~agreement ~~issued~~for ~~and~~our ~~outstanding~~initial ~~ordinary~~business ~~shares~~combination, ~~immediately~~including ~~following~~ the ~~completion~~Business ofCombination ~~the~~Agreement, ~~IPO.~~we ~~Our~~will ~~Initial~~not ~~Shareholders~~know how ~~and~~many ~~management~~Public ~~team~~Shareholders ~~also~~ may ~~from~~exercise ~~time~~their toredemption ~~time~~rights, ~~purchase~~and ~~Public~~therefore ~~Shares~~will ~~prior~~need to ~~our~~structure ~~initial~~the ~~business~~transaction ~~combination.~~based ~~Our~~on ~~amended~~our expectations ~~and~~as ~~restated~~to ~~memorandum~~the ~~and~~number ~~articles~~ of ~~association~~Public ~~provides~~Shares that, ifwill webe ~~seek~~submitted ~~shareholder~~for ~~approval~~redemption. ofIf anour initial business combination, ~~such~~agreement ~~initial~~requires us ~~business~~to ~~combination~~use ~~will~~a beportion ~~approved~~of ifthe wecash ~~receive~~in the ~~affirmative~~Trust ~~vote~~Account ofto apay ~~majority~~the ofpurchase ~~the~~price, ~~shares~~or ~~voted~~requires atus ~~such~~to ~~meeting,~~have ~~including~~a ~~the~~minimum ~~Founder~~amount ~~Shares.~~of Ascash aat ~~result~~closing, we inwill ~~addition~~need to ~~our~~reserve ~~Initial~~a ~~Shareholders’~~portion ~~Founder~~of ~~Shares~~the ~~and~~cash ~~Private~~in ~~Placement~~the ~~Shares,~~Trust weAccount ~~would~~to ~~need~~meet 8such requirements,~~433,334~~ or ~~33.33%~~arrange offor ~~the~~third 25party financing. In addition,~~300,000~~ ~~Public~~if ~~Shares~~a ~~sold~~larger innumber ~~the~~of ~~IPO~~Public toShares beis ~~voted~~submitted infor ~~favor~~redemption ofthan anwe ~~initial~~initially ~~business~~expected, ~~combination~~we inmay ~~order~~need to ~~have~~restructure ~~our~~the transaction ~~initial~~to ~~business~~reserve ~~combination~~a ~~approved~~greater ~~(assuming~~portion ~~all~~of ~~outstanding~~the ~~shares~~cash ~~are~~in ~~voted).~~the ~~Assuming~~Trust ~~that~~Account ~~only~~or ~~one-~~arrange for third ofparty ~~our~~financing. ~~issued~~Raising ~~and~~additional ~~outstanding~~third-party financing ~~ordinary~~may ~~shares,~~involve ~~representing~~dilutive aequity ~~quorum~~issuances ~~under~~or ~~our~~the ~~amended~~incurrence ~~and~~of ~~restated~~indebtedness ~~memorandum~~at ~~and~~higher ~~articles~~than ofdesirable ~~association~~levels. Furthermore, ~~are~~this dilution ~~voted,~~would weincrease ~~will~~to ~~not~~the ~~need~~extent ~~any~~that ~~Public~~the anti-dilution provision of the Founder Shares in ~~addition~~the toissuance ~~our~~of ~~Founder~~Class A Shares toon bea ~~voted~~greater than inone-to-one ~~favor~~basis ofupon anconversion ~~initial~~of ~~business~~the ~~combination~~Founder inShares ~~order~~at tothe ~~have~~time anof our initial business combination ~~approved~~. ~~However~~In addition, ifthe ~~our~~amount of ~~initial~~the ~~business~~deferred ~~combination~~underwriting iscommissions ~~structured~~payable asto athe ~~statutory~~underwriters ~~merger~~will ornot ~~consolidation~~be ~~with~~adjusted ~~another~~for ~~company~~any ~~under~~Public ~~Cayman~~Shares ~~Islands~~that ~~law,~~are ~~the~~redeemed ~~approval~~in connection ofwith ~~our~~an initial business combination. ~~will~~The ~~require~~per ashare ~~special~~amount ~~resolution~~we ~~passed~~will bydistribute ~~the~~to ~~affirmative~~Public ~~vote~~Shareholders ofwho atproperly ~~least~~exercise their ~~two-thirds~~redemption ofrights ~~our~~will ~~ordinary~~not ~~shares~~be ~~which~~reduced ~~are~~by ~~represented~~the indeferred ~~person~~underwriting orcommission ~~by proxy~~ and ~~are~~after ~~voted~~such atredemptions, athe ~~general~~amount ~~meeting~~held ofin the Trust ~~Company.~~Account ~~Accordingly,~~will ifcontinue weto ~~seek~~reflect ~~shareholder approval of~~ our ~~initial~~obligation ~~business~~to ~~combination,~~pay the ~~agreement~~entire bydeferred ~~our~~underwriting ~~Initial~~commissions. ~~Shareholders~~The ~~and~~above ~~management~~considerations ~~team~~may limit toour ~~vote~~ability into ~~favor~~complete ofthe ~~our~~most ~~initial~~desirable business combination ~~will~~available ~~increase~~to ~~the~~us ~~likelihood~~or ~~that~~optimize weour ~~will~~capital ~~receive the requisite shareholder approval for such initial business combination~~structure.

~~Your~~The ability ~~only~~of ~~opportunity~~our Public Shareholders to ~~affect~~exercise ~~the~~redemption ~~investment~~rights ~~decision~~with ~~regarding~~respect to a ~~potential~~large number of our shares could increase the probability that our initial business combination ~~may~~would be ~~limited~~unsuccessful and that you would have to ~~the~~wait ~~exercise~~for ofliquidation ~~your~~in ~~right~~order to redeem your Public Shares ~~from us for cash~~.

AtIf our ~~the~~initial ~~time~~business ofcombination ~~your~~agreement ~~investment~~requires in us, ~~you~~to ~~may~~use ~~not~~a beportion ~~provided~~of ~~with~~the ancash ~~opportunity~~in the Trust Account to ~~evaluate~~pay the ~~specific~~purchase ~~merits~~price, or requires ~~risks~~us to have a minimum amount of cash at closing, the probability that our initial business combination. ~~Since~~would ~~our~~be ~~board~~unsuccessful is ofincreased. ~~directors~~If ~~may~~our ~~complete~~initial a business combination ~~without~~is ~~seeking~~unsuccessful, ~~shareholder~~you ~~approval,~~would ~~Public~~not ~~Shareholders~~receive ~~will~~your ~~not~~pro ~~have~~rata ~~the~~portion ~~right~~of orthe ~~opportunity~~Trust toAccount ~~vote~~until we onliquidate the ~~business~~Trust ~~combination,~~Account. ~~unless~~If weyou ~~seek~~are ~~such~~in ~~shareholder~~need ~~vote.~~of ~~Accordingly~~immediate liquidity, ~~your~~you ~~only~~could ~~opportunity~~attempt to ~~affect~~sell your Public Shares in the ~~investment~~open ~~decision~~market; however, ~~regarding~~at such time our ~~initial~~shares ~~business~~may ~~combination~~trade ~~are~~at ~~limited~~a discount to ~~exercising~~the ~~your~~pro ~~redemption~~rata ~~rights~~amount ~~within~~per share in the ~~period~~Trust ofAccount. ~~time~~In ~~(which~~either ~~will~~situation, you bemay atsuffer ~~least~~a 20material ~~business~~loss ~~days)~~on ~~set~~your ~~forth~~investment inor ~~our~~lose ~~tender~~the ~~offer~~benefit ~~documents~~of ~~mailed~~funds toexpected ~~our~~in ~~Public~~connection ~~Shareholders~~with inyour ~~which~~exercise of redemption rights until we ~~describe~~liquidate ~~our~~or ~~initial~~you ~~business~~are ~~combination.~~able to sell your shares in the open market.

The requirement ~~ability~~that ofwe complete our ~~Public~~initial ~~Shareholders~~business combination by the date provided in our Governing Documents (or up to ~~redeem~~May ~~their~~16, ~~Public~~2024, pursuant ~~Shares~~to ~~for~~the ~~cash~~Extension) may ~~make~~give ~~our~~potential ~~financial~~target ~~condition~~businesses, ~~unattractive~~including Nuvo, 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, ~~which~~in ~~may~~particular ~~make~~as itwe ~~difficult~~approach our ~~for~~dissolution usdeadline, which could undermine our ability to ~~enter~~complete ~~into~~our ainitial business combination ~~with~~on aterms ~~target.~~that would produce value for our shareholders.

WeAny potential ~~may~~target ~~seek~~business towith which we enter into negotiations concerning a business combination, ~~transaction~~including ~~agreement~~Nuvo, ~~with~~will ~~minimum~~be ~~cash~~aware ~~requirement~~that we ~~for~~must ~~(i) cash~~complete ~~consideration~~our toinitial bebusiness ~~paid~~combination toby the ~~target~~date orprovided ~~its~~in ~~owners,~~our ~~(ii) cash~~Governing ~~for~~Documents ~~working capital~~ (or ~~other~~up ~~general~~to ~~corporate~~May ~~purposes~~16, or2024, ~~(iii) the~~pursuant ~~retention of cash~~ to the ~~satisfy other conditions~~Extension). ~~If too many Public Shareholders exercise their redemption rights~~Consequently, ~~we would not be able to meet~~ such ~~closing~~target ~~condition and~~business, asincluding ~~a result~~Nuvo, ~~would~~may ~~not~~obtain beleverage ~~able~~over tous ~~proceed~~in ~~with~~negotiating ~~the~~a business combination~~. Furthermore~~, knowing inthat noif ~~event~~we ~~will~~do wenot ~~redeem~~complete our ~~Public~~initial ~~Shares~~business incombination anwith ~~amount~~ that ~~would~~particular ~~cause~~target ~~our~~business, ~~net~~we ~~tangible~~may ~~assets to~~ be ~~less~~unable ~~than~~to ~~$5,000,001.~~complete our ~~Consequently,~~initial ifbusiness ~~accepting~~combination ~~all~~with ~~properly~~any ~~submitted~~target ~~redemption~~business. ~~requests~~This ~~would~~risk ~~cause~~will ~~our~~increase ~~net~~as ~~tangible~~we ~~assets~~get tocloser ~~be less than $5,000,001 or such greater amount necessary~~ to ~~satisfy~~the atimeframe ~~condition as~~ described above. In addition, we ~~would~~may ~~not~~have ~~proceed~~limited ~~with~~time ~~such~~to ~~redemption~~conduct ~~and~~due ~~the~~diligence ~~related business combination~~ and may ~~instead~~enter ~~search~~into ~~for~~our aninitial ~~alternate~~ business combination. ~~Prospective~~on ~~targets~~terms ~~will~~that bewe ~~aware~~would have ofrejected ~~these~~upon ~~risks and, thus, may be reluctant to enter into~~ a ~~business~~more ~~combination~~comprehensive ~~transaction with us~~investigation.

10Our 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 debt and equity markets.

~~Table~~Our ability to find a potential target business and the business of ~~Contents~~any target with which we may consummate a business combination could be materially and adversely affected by events that are outside our control. For example, geopolitical unrest, including war, terrorist activity, and acts of civil or international hostility are increasing. Similarly, other events outside of our control, including natural disasters, climate-related events, pandemics or health crises (such as COVID-19 pandemic) may arise from time to time. Any such events may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions to commerce (including to economic activity, travel and supply chains), loss of life and property damage, and may adversely affect the global economy or capital markets, and the business of any potential target 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 ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares may not allow us to complete the most desirable business combination or optimize our capital structure. 13

AtWe may ~~the time we enter into an agreement for our initial business combination, we will~~ not ~~know~~be ~~how~~able ~~many Public Shareholders may exercise their redemption rights, and therefore will need~~ to ~~structure~~complete ~~the transaction based on~~ our ~~expectations as to the number of Public Shares that will be submitted for redemption. If our~~ initial business combination ~~agreement~~by ~~requires us to use a portion of~~ the ~~cash~~date provided in ~~the~~our ~~Trust~~Governing ~~Account~~Documents ~~to pay the purchase price,~~ (or ~~requires~~up us to ~~have~~May a16, ~~minimum amount of cash at closing~~2024, pursuant ~~we will need~~ to ~~reserve a portion of~~ the ~~cash~~Extension), in ~~the~~which ~~Trust~~case ~~Account to meet such requirements, or arrange for third party financing. In addition, if a larger number of Public Shares is submitted for redemption than~~ we ~~initially~~would ~~expected,~~cease weall ~~may~~operations ~~need~~except ~~to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange~~ for ~~third party financing. Raising additional third- party financing may involve dilutive equity issuances or~~ the ~~incurrence~~purpose of ~~indebtedness~~winding atup ~~higher~~and ~~than~~we ~~desirable levels. Furthermore, this dilution~~ would ~~increase~~redeem ~~to the extent that the anti-dilution provision of the Founder Shares 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. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any~~ Public Shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to Public Shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and ~~after such redemptions, the amount held in the Trust Account will continue to reflect our obligation to pay the entire deferred underwriting commissions~~liquidate. ~~The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.~~

~~The~~We may ~~ability~~not ofbe able to complete our ~~Public~~initial ~~Shareholders~~business tocombination ~~exercise~~by ~~redemption~~the ~~rights~~date ~~with~~provided ~~respect~~in toour aGoverning ~~large~~Documents ~~number~~(or ofup ~~our~~to ~~shares~~May ~~could~~16, ~~increase~~2024, pursuant to the ~~probability~~Extension), ~~that~~and our ability to complete our initial business combination ~~would~~may be ~~unsuccessful~~negatively impacted by general market conditions, volatility in the capital and ~~that~~debt ~~you~~markets ~~would~~and the other risks described herein. If we have tonot ~~wait~~completed our initial business combination within such time period, we will: (i) cease all operations except for ~~liquidation~~the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in ~~order~~cash, equal to ~~redeem~~the aggregate ~~your~~amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares., which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

IfThe Sponsor, ~~our~~directors ~~initial~~and ~~business~~officers ~~combination~~and ~~agreement~~their ~~requires~~affiliates usmay toelect ~~use a portion of the cash in the Trust Account~~ to ~~pay the~~ purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your Public Shares inor ~~the~~Public ~~open~~Warrants ~~market;~~from ~~however,~~Public ~~at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation~~Shareholders, which ~~you~~ may ~~suffer~~reduce ~~a material loss on your investment or lose~~ the ~~benefit~~public of“float” ~~funds expected in connection with your exercise~~ of ~~redemption~~the ~~rights~~Class ~~until~~A weShares ~~liquidate~~and orPublic ~~you are able to sell your shares in the open market~~Warrants.

The Sponsor, ~~requirement~~directors ~~that~~and weofficers, ~~complete~~and ~~our~~their ~~initial~~affiliates ~~business~~may ~~combination~~purchase byPublic ~~May 16,~~Shares ~~2023~~or ~~may~~Public ~~give~~Warrants ~~potential~~in ~~target~~privately ~~businesses~~negotiated ~~leverage~~transactions or ~~over~~in usthe inopen ~~negotiating~~market aprior to the completion of an initial business combination, ~~and~~although ~~may~~they are under no obligation to do so. There is no limit on the ~~time~~number weof ~~have~~Public Shares or Public Warrants the Sponsor, the directors and officers, and their affiliates may purchase in ~~which~~such transactions, subject to ~~conduct~~compliance ~~due~~with ~~diligence~~applicable onlaw ~~potential~~and ~~business~~the ~~combination~~Nasdaq ~~targets~~rules. However, inother ~~particular~~than as weexpressly ~~approach~~stated ~~our~~herein, they ~~dissolution~~have ~~deadline,~~no ~~which~~current ~~could~~commitments, ~~undermine~~plans ~~our~~or ~~ability~~intentions to ~~complete~~engage ~~our~~in ~~initial~~such ~~business~~transactions ~~combination~~and onhave not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions. Such purchases may include a contractual acknowledgment that ~~would~~such ~~produce~~shareholder, ~~value~~although ~~for~~still the record holder of our ~~shareholders.~~shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

~~Any~~In the ~~potential~~event ~~target~~that ~~business~~the ~~with~~Sponsor, ~~which~~directors weand ~~enter~~officers, ~~into~~and ~~negotiations~~their ~~concerning~~affiliates apurchase ~~business~~Public ~~combination~~Shares ~~will~~in beprivately ~~aware~~negotiated ~~that~~transactions from wePublic ~~must~~Shareholders ~~complete~~who ~~our~~have ~~initial~~already ~~business~~elected ~~combination~~to byexercise ~~May 16,~~their ~~2023.~~redemption ~~Consequently~~rights, such ~~target~~selling ~~business~~Public ~~may~~Shareholders ~~obtain~~would ~~leverage~~be ~~over~~required to usrevoke intheir ~~negotiating~~prior aelections ~~business~~to ~~combination,~~redeem ~~knowing~~their ~~that~~Public ifShares. weThe dopurpose ~~not~~of ~~complete~~any ~~our~~such purchases of shares could be to increase the amount of cash at the closing of an initial business combination. ~~with~~The ~~that~~purpose ~~particular~~of ~~target~~any ~~business,~~such wepurchases ~~may~~of Public Warrants could be ~~unable~~to reduce the number of Public Warrants outstanding or to ~~complete~~vote ~~our~~such ~~initial~~Public ~~business~~Warrant ~~combination~~on any matters submitted to the warrant holders for approval in connection with ~~any~~an ~~target~~initial business combination. ~~This~~Any ~~risk~~such ~~will~~purchases ~~increase~~of asour wesecurities ~~get~~may ~~closer~~result toin the ~~timeframe~~completion ~~described~~of ~~above.~~an Ininitial ~~addition,~~business combination wethat may not otherwise have ~~limited~~been ~~time~~possible. toWe ~~conduct~~expect ~~due~~any ~~diligence~~such ~~and~~purchases ~~may~~will ~~enter~~be ~~into~~reported ~~our~~pursuant ~~initial~~to ~~business~~Section ~~combination~~13 onand ~~terms~~Section 16 ~~that~~of wethe ~~would~~Exchange ~~have~~Act ~~rejected~~to ~~upon~~the aextent ~~more~~such ~~comprehensive~~purchasers ~~investigation.~~are subject to such reporting requirements.

~~Our~~In addition, ~~search~~if ~~for~~such apurchases ~~business~~are ~~combination~~made, ~~and~~the ~~any~~public ~~target~~“float” ~~business~~of ~~with~~the ~~which~~Public weShares ~~ultimately~~or ~~consummate~~Public aWarrants ~~business~~and ~~combination,~~the ~~may~~number beof ~~materially~~beneficial holders ~~adversely~~of ~~affected~~our bysecurities ~~the~~may ~~recent~~be ~~coronavirus~~reduced, ~~(COVID-19)~~possibly ~~outbreak~~making ~~and~~it ~~other~~difficult ~~events~~to ~~and~~obtain or maintain the ~~status~~quotation, listing or trading of ~~debt~~our securities ~~and~~on ~~equity~~a ~~markets.~~national securities exchange.

Since it was first reported to have emerged in December 2019, a novel strain of coronavirus, which causes COVID-19, has spread across the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, the economies and financial markets worldwide, potentially including the business of any potential target business with which we intend to consummate a business combination. Furthermore, we may be unable to complete a business combination at all if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or make it impossible or impractical to negotiate and consummate a transaction with the target company’s personnel, vendors and services providers in a timely manner, if at all. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected. 14

11If a Public Shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for tendering its Public Shares, such Public Shares may not be redeemed.

~~Table~~We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a Public Shareholder fails to receive our proxy materials or tender offer documents, as applicable, such Public Shareholder may not become aware of ~~Contents~~the opportunity to redeem its Public 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,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their Public Shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in 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 agent two business days prior to the scheduled vote in which the name of the beneficial owner of such Public Shares is included. In the event that a Public Shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its Public Shares may not be redeemed. Please see “Business—Submission of our Initial Business Combination to a Shareholder Vote” and “Business – Conduct of Redemptions Pursuant to Tender Offer Rules” for additional details.

InYou will ~~addition,~~not ~~our~~have ~~ability~~any torights ~~consummate~~or ainterests ~~transaction~~in ~~may~~funds befrom ~~dependent on~~ the ~~ability~~Trust ~~to raise equity and debt financing which may be impacted by COVID-19 and other events (such as terrorist attacks~~Account, ~~natural~~except ~~disasters~~under orcertain alimited ~~significant~~circumstances. ~~outbreak of other infectious diseases)~~Therefore, ~~including~~to asliquidate your ~~a result of increased market volatility~~investment, ~~decreased~~you ~~market~~may ~~liquidity~~be inforced ~~third-party~~to ~~financing~~sell ~~being~~your ~~unavailable~~Public onShares ~~terms~~or ~~acceptable~~Warrants, topotentially ~~us or~~ at ~~all.~~a loss.

~~Finally~~Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A Shares that such shareholder properly elected to redeem, subject to the ~~outbreak~~limitations described herein, (ii) the redemption of ~~COVID-19~~any ~~may~~Public ~~also~~Shares ~~have~~properly tendered in connection with a shareholder vote to amend our Governing Documents to modify the ~~effect~~substance or timing of ~~heightening~~our ~~many~~obligation to redeem 100% of our Public Shares if we do not complete our initial business combination by the date provided in our Governing Documents (or up to May 16, 2024, pursuant to the Extension), or with respect to any other ~~risks~~material ~~described~~provisions relating to shareholders’ rights or pre-initial business combination activity, and the redemption of our Public Shares if we are unable to complete an initial business combination by the date provided in our ~~this~~Governing ~~“Risk~~Documents ~~Factors”~~(or ~~section~~up to May 16, ~~such~~2024, pursuant to the Extension), subject to applicable law and as ~~those~~further ~~related~~described herein. In addition, if our plan to redeem our Public Shares if we are unable to complete an initial business combination by the ~~market~~date ~~for~~provided in our ~~securities~~Governing ~~and~~Documents ~~cross~~(or up to May 16, 2024, pursuant to the Extension), for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-~~border~~existing ~~transactions~~shareholders for approval prior to the distribution of the proceeds held in our Trust Account. In that case, Public Shareholders may be forced to wait beyond the date provided in our Governing Documents (or up to May 16, 2024, pursuant to the Extension) before they receive funds from our Trust Account. 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.

WeIf you ~~may~~or ~~not~~a be“group” ~~able~~of toPublic ~~complete~~Shareholders ~~our~~are ~~initial~~deemed ~~business~~to ~~combination~~hold byin ~~May 16,~~excess ~~2023,~~of in15% ~~which~~of ~~case~~the weClass ~~would~~A ~~cease~~Shares, ~~all~~you ~~operations~~will ~~except~~lose ~~for~~ the ~~purpose~~ability to ofredeem ~~winding~~all upsuch ~~and~~shares wein ~~would~~excess ~~redeem~~of ~~our~~15% ~~Public~~of ~~Shares~~the ~~and~~Class ~~liquidate.~~A Shares.

WeThe Governing ~~may~~Documents ~~not~~provide bethat ~~able to find~~ a ~~suitable~~Public ~~target~~Shareholder, ~~business~~together ~~and~~with ~~complete~~any ~~our~~affiliate ~~initial~~of ~~business~~such ~~combination~~Public byShareholder ~~May 16,~~or ~~2023.~~any ~~Our~~other ~~ability~~person towith whom ~~complete~~such ~~our~~Public ~~initial~~Shareholder ~~business~~is ~~combination~~acting ~~may~~in beconcert ~~negatively~~or ~~impacted~~as bya ~~general~~“group” ~~market~~(as ~~conditions,~~defined ~~volatility~~under inSection ~~the~~13 ~~capital~~of ~~and debt markets and~~ the ~~other~~Exchange ~~risks~~Act), ~~described~~will be ~~herein.~~restricted Iffrom weseeking ~~have~~redemption ~~not~~rights ~~completed~~with ~~our~~respect ~~initial~~to ~~business~~more ~~combination~~than ~~within~~an ~~such~~aggregate ~~time~~of ~~period,~~15% weof ~~will:~~the ~~(i) cease~~Public ~~all~~Shares ~~operations~~sold ~~except~~in ~~for~~ the ~~purpose~~IPO ofwithout our ~~winding~~prior upconsent, ~~(ii) as~~which ~~promptly~~we asrefer ~~reasonably~~to ~~possible~~as ~~but~~the ~~not~~“Excess ~~more~~Shares.” ~~than~~However, 10we ~~business~~would ~~days~~not ~~thereafter,~~be ~~redeem~~restricting the Public ~~Shares,~~Shareholders’ ability atto avote ~~per-share~~all ~~price,~~of ~~payable~~the inPublic ~~cash,~~Shares ~~equal~~(including to the ~~aggregate~~Excess ~~amount~~Shares) ~~then~~for onor ~~deposit~~against inour ~~the~~initial ~~Trust~~business ~~Account~~combination, including ~~interest~~the Business ~~earned~~Combination. onYour ~~the~~inability ~~funds~~to ~~held~~redeem in the ~~Trust~~Excess ~~Account~~Shares ~~(which~~will ~~interest~~reduce ~~shall~~your beinfluence ~~net~~over ofour ~~taxes~~ability ~~payable~~to ~~and~~complete upan toinitial ~~$100~~business combination,~~000~~ ofincluding ~~interest~~the toBusiness ~~pay~~Combination, ~~dissolution~~and ~~expenses),~~you ~~divided~~could bysuffer ~~the~~a ~~number~~material ofloss ~~then~~on ~~outstanding~~your ~~Public~~investment ~~Shares,~~in ~~which~~LAMF ~~redemption~~if ~~will~~you ~~completely~~sell ~~extinguish~~the ~~Public~~Excess Shares ~~Shareholders’~~in ~~rights~~open asmarket ~~shareholders~~transactions. ~~(including~~Additionally, ~~the~~you ~~right~~will tonot receive ~~further~~redemption ~~liquidating~~ distributions, ifwith ~~any),~~respect ~~and~~to ~~(iii) as~~the ~~promptly~~Excess asShares ~~reasonably~~if we ~~possible~~complete ~~following~~an ~~such~~initial ~~redemption~~business combination, ~~subject~~including to the ~~approval~~Business ofCombination. ~~our~~And ~~remaining~~as ~~shareholders~~a ~~and~~result, ~~our~~you ~~board~~will ofcontinue ~~directors,~~to ~~liquidate~~hold ~~and~~that ~~dissolve,~~number of ~~subject~~Public inShares ~~each~~exceeding ~~case~~15% and, in order to ~~our~~dispose ~~obligations~~of ~~under~~such ~~Cayman~~Public ~~Islands~~Shares, ~~law~~would tobe ~~provide~~required ~~for~~to ~~claims~~sell ofyour ~~creditors~~Public ~~and~~Shares ~~the~~in ~~requirements~~open ofmarket transactions, ~~other~~potentially ~~applicable~~at ~~law.~~a loss.

If we seek shareholder approval of our initial business combination, our Sponsor, Initial Shareholders, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares. 15

~~If we seek shareholder approval~~ Because of our ~~initial~~limited ~~business~~resources ~~combination~~ and wethe dosignificant ~~not~~competition ~~conduct~~for ~~redemptions in connection with our initial~~ business combination ~~pursuant to the tender offer rules~~opportunities, ~~our~~it ~~Sponsor, Initial Shareholders, directors, executive officers, advisors or their affiliates~~ may ~~purchase~~be ~~Public~~more ~~Shares~~difficult orfor ~~Public~~us ~~Warrants in privately negotiated transactions or in the open market either prior~~ to ~~or following the completion of~~ complete our initial business combination,. ~~although~~If ~~they~~we ~~are~~have ~~under~~not nocompleted ~~obligation~~our toinitial dobusiness ~~so.~~combination ~~There~~within ~~is no limit on~~ the ~~number~~required oftime ~~Public~~period, ~~Shares~~ our ~~Initial~~ Public Shareholders, ~~directors,~~as ~~officers,~~of ~~advisors~~December or31, ~~their~~2023, ~~affiliates~~ may ~~purchase~~receive inonly ~~such~~approximately ~~transactions, subject to compliance with applicable law and the Nasdaq rules~~$10.89 ~~However,~~per ~~other~~Public ~~than as expressly stated herein~~Share, ~~they have no current commitments, plans~~ or ~~intentions~~less ~~to engage~~ in ~~such~~certain ~~transactions~~circumstances, ~~and~~on ~~have~~our redemption ~~not formulated any terms or conditions for any such transactions. None~~ of ~~the~~their ~~funds in the Trust Account will be used to purchase~~ Public Shares ~~or Public Warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder~~, ~~although~~and ~~still the record holder of~~ our ~~shares,~~Warrants iswill noexpire ~~longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights~~worthless.

InWe expect ~~the~~to ~~event~~encounter ~~that~~competition ~~our~~from ~~Sponsor,~~other ~~Initial~~entities ~~Shareholders,~~having ~~directors,~~a ~~executive~~business ~~officers,~~objective ~~advisors~~similar orto ~~their~~ours, ~~affiliates~~including ~~purchase~~private ~~Public~~investors ~~Shares~~(which inmay be ~~privately~~individuals ~~negotiated~~or ~~transactions~~investment ~~from~~partnerships), ~~Public~~other ~~Shareholders~~blank ~~who~~check ~~have~~companies ~~already~~and ~~elected~~other toentities, ~~exercise~~domestic ~~their~~and ~~redemption rights~~international, ~~such~~competing ~~selling~~for the ~~Public~~types ~~Shareholders~~of ~~would~~businesses bewe ~~required~~intend to ~~revoke~~acquire. ~~their~~Many ~~prior~~of ~~elections~~these toindividuals ~~redeem~~and ~~their~~entities ~~Public~~are ~~Shares.~~well-established ~~The~~and ~~purpose~~have ofextensive ~~any~~experience in ~~such~~identifying ~~purchases~~and effecting, directly or indirectly, acquisitions of ~~shares~~companies ~~could~~operating bein or providing services to ~~vote~~various ~~such~~industries. Many ~~Public~~of ~~Shares~~these incompetitors ~~favor~~possess ofsimilar ~~the~~or ~~business~~greater ~~combination~~technical, human and ~~thereby~~other ~~increase~~resources ~~the~~to ~~likelihood~~ours ofor ~~obtaining~~more ~~shareholder~~local ~~approval~~industry ofknowledge ~~the~~than we ~~business~~do ~~combination~~and orour tofinancial ~~satisfy~~resources awill ~~closing~~be ~~condition~~relatively inlimited anwhen ~~agreement~~contrasted with athose of many of these competitors. While we believe there are numerous target ~~that~~businesses ~~requires~~we uscould topotentially ~~have~~acquire awith ~~minimum~~the net ~~worth~~proceeds orof athe ~~certain~~IPO ~~amount~~and the sale of ~~cash~~the atPrivate Placement Units, if the ~~closing~~Business ofCombination does not close, our ~~initial~~ability ~~business~~to ~~combination,~~compete ~~where~~with itrespect ~~appears~~to ~~that~~the ~~such~~acquisition ~~requirement~~of ~~would~~certain ~~otherwise~~target ~~not~~businesses that are sizable will be ~~met.~~limited ~~The~~by ~~purpose~~our ofavailable ~~any~~financial ~~such~~resources. ~~purchases~~This ofinherent ~~Public~~competitive ~~Warrants~~limitation ~~could~~gives beothers toan ~~reduce~~advantage in pursuing the ~~number~~acquisition of ~~Public~~certain ~~Warrants~~target ~~outstanding~~businesses. orFurthermore, we are obligated to ~~vote~~offer ~~such~~holders ~~Warrant~~of onour ~~any~~Public ~~matters~~Shares ~~submitted~~the right to ~~the~~redeem ~~warrant~~their ~~holders~~Public Shares for ~~approval~~cash inat ~~connection~~the ~~with~~time of our initial business combination in conjunction with a shareholder vote or via a tender offer. ~~Any~~Target ~~such~~companies ~~purchases~~will ofbe ~~our~~aware ~~securities~~that this may ~~result~~reduce in the ~~completion~~resources ofavailable to us for our initial business combination. Any ~~that~~of these obligations may ~~not~~place ~~otherwise~~us ~~have~~at ~~been~~a ~~possible.~~competitive Wedisadvantage ~~expect~~in ~~any~~successfully ~~such~~negotiating ~~purchases~~a ~~will~~business becombination. ~~reported~~If ~~pursuant~~we are unable to ~~Section 13~~complete ~~and~~our ~~Section 16~~initial ofbusiness ~~the~~combination, ~~Exchange~~our ~~Act~~Public toShareholders may receive only their pro rata portion of the ~~extent~~funds ~~such~~in ~~purchasers~~the Trust Account that are ~~subject~~available for distribution to ~~such~~Public ~~reporting~~Shareholders, ~~requirements.~~and our Warrants will expire worthless.

12As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

~~Table~~In recent years, the number of ~~Contents~~special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination.

~~Please~~In addition, ~~see~~because ~~“Business~~there –are ~~Submission~~more ofspecial ~~our~~purpose ~~Initial~~acquisition ~~Business~~companies ~~Combination~~seeking to aenter ~~Shareholder~~into ~~Vote”~~an initial business combination with available targets, the competition for aavailable ~~description~~targets ofwith ~~how~~attractive ~~our~~fundamentals ~~Sponsor~~or business models may increase, ~~directors~~which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, ~~executive~~such ~~officers~~as economic or industry sector downturns, ~~advisors~~geopolitical tensions, or ~~any~~increases in the cost of ~~their~~additional ~~affiliates~~capital ~~will~~needed ~~select~~to ~~which~~close ~~Public~~business ~~Shareholders~~combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to ~~purchase~~find ~~securities~~and consummate ~~from~~an initial business combination, and may result in ~~any~~our ~~private~~inability ~~transaction.~~to consummate an initial business combination on terms favorable to our investors altogether.

In addition, if such purchases are made, the public “float” of our Public Shares or Public Warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange. 16

If the afunds ~~Public~~not ~~Shareholder~~being ~~fails~~held toin ~~receive~~the ~~notice~~Trust ofAccount ~~our~~are ~~offer~~insufficient to ~~redeem~~allow ~~our~~us ~~Public~~to ~~Shares~~operate until the date provided in ~~connection~~the ~~with~~Governing ~~our~~Documents (or up to May 16, 2024, pursuant to the Extension), it could limit the amount available to complete an initial business combination, including orthe ~~fails~~Business toCombination, ~~comply~~and ~~with~~we will depend on loans from the ~~procedures~~Sponsor ~~for~~or ~~tendering~~management ~~its~~team ~~Public~~to ~~Shares,~~fund ~~such~~our ~~Public~~search ~~Shares~~and ~~may~~to ~~not~~complete our beinitial ~~redeemed.~~business combination.

WeThe funds ~~will~~available ~~comply~~to ~~with~~us outside of the ~~proxy~~Trust ~~rules~~Account ormay ~~tender~~not ~~offer~~be ~~rules,~~sufficient asto ~~applicable,~~allow ~~when~~us ~~conducting~~to ~~redemptions~~operate inuntil ~~connection~~the ~~with~~date ~~our~~provided ~~initial~~in ~~business~~the ~~combination.~~Governing Documents ~~Despite~~(or ~~our~~up ~~compliance~~to ~~with~~May ~~these~~16, ~~rules~~2024, ifpursuant ~~a Public Shareholder fails~~ to ~~receive~~the ~~our~~Extension). ~~proxy~~On ~~materials~~February ~~or tender offer documents~~2, ~~as applicable~~2024, ~~such~~we ~~Public~~issued ~~Shareholder~~an ~~may~~unsecured ~~not~~convertible ~~become~~promissory ~~aware~~note to of the ~~opportunity~~Sponsor, pursuant to ~~redeem~~which ~~its~~we ~~Public~~may ~~Shares.~~borrow Inup ~~addition,~~to ~~proxy materials or tender offer documents~~$1,200,000.00, asrelated ~~applicable,~~to ~~that~~the weongoing ~~will~~expenses ~~furnish~~reasonably related to ~~holders~~the business of ~~our~~the ~~Public~~Company ~~Shares~~and inthe ~~connection~~consummation ~~with~~of ~~our~~an initial business combination ~~will describe~~ (the ~~various~~“Working ~~procedures~~Capital ~~that~~Promissory ~~must~~Note”). beIn ~~complied~~ connection with inthe ~~order~~Working toCapital ~~validly~~Promissory ~~tender~~Note, orthe ~~submit~~Sponsor ~~Public~~or ~~Shares~~the ~~for~~management ~~redemption.~~team ~~For example~~may, webut ~~intend~~is tonot ~~require~~obligated ~~our~~to, ~~Public~~make ~~Shareholders~~working ~~seeking~~capital loans to ~~exercise their redemption rights~~us, ~~whether~~that ~~they~~may ~~are~~be ~~record~~repaid ~~holders~~upon orcompletion ~~hold~~of ~~their~~an ~~shares~~initial inbusiness ~~“street name~~combination,” towithout interest, or at the ~~holder~~lender’s ~~option~~discretion, converted ~~either~~upon ~~deliver~~completion ~~their~~of ~~share~~a ~~certificates~~business tocombination ~~our~~into ~~transfer~~up ~~agent~~to 120,000 orunits toof ~~deliver~~the ~~their~~post-business ~~Public~~combination ~~Shares~~entity toat ~~our~~a ~~transfer~~price ~~agent~~of ~~electronically~~$10.00 per ~~prior~~unit toat the ~~date~~option ~~set~~of ~~forth~~the inlender (the ~~proxy~~“Working ~~materials~~Capital ~~or tender offer documents, as applicable~~Loans”). InThe ~~the~~units ~~case~~would ~~of proxy materials, this date may~~ be upidentical to ~~two business days prior to~~ the ~~scheduled~~Private ~~vote~~Placement Units. onThe ~~the~~Working ~~proposal~~Capital toPromissory ~~approve~~Note ~~the~~bears ~~initial~~no ~~business~~interest ~~combination.~~and Inis ~~addition,~~repayable ~~if we conduct redemptions~~ in ~~connection~~full ~~with~~upon athe ~~shareholder~~earlier ~~vote,~~of wethe ~~intend~~date toon ~~require~~which athe ~~Public~~Company consummates ~~Shareholder seeking redemption of~~ its ~~Public~~initial ~~Shares to also submit a written request for redemption to our transfer agent two~~ business ~~days~~combination ~~prior~~or to the ~~scheduled~~date ~~vote in which the name~~ of the ~~beneficial~~Company’s ~~owner of such Public Shares is included~~liquidation. InAny ~~the~~outstanding ~~event~~principal ~~that~~amount ~~a Public Shareholder fails~~ to ~~comply~~date under ~~with these or any other procedures disclosed in~~ the ~~proxy~~Working orCapital ~~tender~~Promissory ~~offer~~Note ~~materials, as applicable, its Public Shares~~ may ~~not~~ be ~~redeemed.~~prepaid ~~Please~~at ~~see~~any ~~“Business—Submission~~time ofby ~~our~~us, ~~Initial~~at ~~Business~~our ~~Combination~~election ~~to a Shareholder Vote”~~ and ~~“Business~~without ~~– Conduct of Redemptions Pursuant to Tender Offer Rules” for additional details~~penalty.

~~You~~If we ~~will~~are ~~not~~required ~~have~~to ~~any~~seek ~~rights~~additional orcapital, ~~interests~~we inwould need to borrow funds from the ~~Trust Account~~Sponsor, ~~except~~our ~~under~~management ~~certain~~team ~~limited~~or ~~circumstances.~~other ~~Therefore,~~third parties to operate or may be forced to liquidate. ~~your~~Neither ~~investment~~the Sponsor, ~~you~~the ~~may~~management beteam ~~forced~~nor any of their affiliates is under any obligation to ~~sell~~advance ~~your~~funds ~~Public~~to ~~Shares~~us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or ~~Warrants,~~from funds ~~potentially~~released atto aus ~~loss.~~upon completion of our initial business combination.

~~Our Public Shareholders will be entitled~~ Prior to ~~receive funds from~~ the ~~Trust Account only upon the earlier to occur of: (i) our~~ completion of an initial business combination, ~~and~~we ~~then~~do ~~only~~not inexpect ~~connection~~to ~~with~~seek ~~those~~loans ~~Class A~~from ~~ordinary~~parties ~~shares~~other ~~that~~than ~~such shareholder properly elected to redeem, subject to~~ the ~~limitations described herein~~Sponsor, ~~(ii)~~ the ~~redemption~~management team ~~of any Public Shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to modify the substance~~ or ~~timing~~their ofaffiliates ~~our~~as ~~obligation to redeem 100% of our Public Shares if~~ we do not ~~complete~~believe ~~our~~third ~~initial~~parties ~~business~~will ~~combination~~be bywilling ~~May 16, 2023 or with respect~~ to ~~any~~loan ~~other~~such ~~material~~funds ~~provisions~~and ~~relating~~provide toa ~~shareholders’~~waiver ~~rights~~against orany ~~pre-initial business combination activity,~~ and ~~the~~all rights ~~redemption of our Public Shares if we are unable~~ to ~~complete~~seek anaccess ~~initial business combination by May 16, 2023, subject~~ to ~~applicable~~funds ~~law~~in ~~and~~the asTrust ~~further described herein~~Account. InIf ~~addition, if our plan to redeem our Public Shares if~~ we are unable to complete an initial business combination bybecause ~~May 16,~~we ~~2023~~do ~~for~~not ~~any~~have sufficient ~~reason~~funds available, ~~compliance with Cayman Islands law may require that~~ we ~~submit~~will abe ~~plan~~forced ~~of dissolution~~ to ~~our~~cease ~~then-existing~~operations ~~shareholders~~and ~~for~~liquidate ~~approval prior to~~ the ~~distribution of the proceeds held in our~~ Trust Account. ~~In that case~~Consequently, the Public Shareholders may, beas ~~forced to wait beyond 18 months from the closing~~ of ~~the~~December ~~IPO~~31, ~~before~~2023, ~~they~~only receive ~~funds~~an ~~from~~estimated ~~our Trust Account~~$10.89 Inper noshare, ~~other circumstances will a Public Shareholder have any right~~ or ~~interest~~possibly ofless, ~~any~~on ~~kind~~our inredemption ~~the Trust Account. Holders~~ of ~~Warrants~~our ~~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, orand the Warrants, ~~potentially~~will atexpire ~~a loss~~worthless.

~~You~~If third ~~will~~parties ~~not~~bring claims against us, the proceeds held in the Trust Account could be ~~entitled~~reduced toand ~~protections~~the ~~normally~~per-share ~~afforded~~redemption toamount ~~investors~~received by ofPublic ~~many~~Shareholders ~~other~~may ~~blank~~be ~~check~~less ~~companies~~than $10.20 per share.

~~Since~~Our placing of funds in the ~~net~~Trust ~~proceeds~~Account ofmay ~~the~~not ~~IPO~~protect ~~and~~those ~~the~~funds ~~sale~~from ofthird-party ~~the~~claims ~~Private~~against ~~Placement~~us. ~~Units~~Although ~~are~~we ~~intended~~will seek to behave ~~used~~all vendors, toservice ~~complete~~providers an(except ~~initial~~for ~~business~~our ~~combination~~independent ~~with~~registered apublic accounting firm), prospective target businesses and other entities with which we do business ~~that~~execute ~~has~~agreements ~~not~~with ~~been~~us ~~selected~~waiving any right, wetitle, ~~may~~interest beor ~~deemed~~claim of any kind in or to beany amonies ~~“blank~~held in ~~check”~~the ~~company~~Trust ~~under~~Account for the ~~United~~benefit ~~States~~of ~~securities~~our ~~laws.~~Public ~~However~~Shareholders, wesuch ~~are~~parties ~~exempt~~may not execute such agreements, or even if they execute such agreements they may not be prevented from ~~rules~~bringing ~~promulgated~~claims byagainst the ~~SEC~~Trust Account, including, but not limited to, ~~protect~~fraudulent ~~investors~~inducement, breach inof ~~blank~~fiduciary ~~check~~responsibility ~~companies~~or other similar claims, ~~such~~as well as ~~Rule~~claims ~~419.~~challenging ~~Accordingly~~the enforceability of the waiver, ~~investors~~in ~~will~~each ~~not~~case in beorder ~~afforded~~to gain advantage with respect to a claim against our assets, including the ~~benefits~~funds orheld ~~protections~~in ofthe ~~those~~Trust ~~rules~~Account. ~~Among~~If ~~other~~any ~~things,~~third-party refuses ~~this~~to ~~means~~execute an agreement waiving such claims to the monies held in the Trust Account, our ~~Units~~management will beconsider ~~immediately~~whether ~~tradable~~competitive alternatives ~~and~~are wereasonably available to us and will ~~have~~only aenter ~~longer~~into ~~period~~an agreement with such third party if management believes that such third party’s engagement would be in the best interests of ~~time~~the toCompany ~~complete~~under the circumstances. The underwriters of the IPO as well as our ~~initial~~registered ~~business~~independent ~~combination~~public ~~than~~accounting dofirm ~~companies~~will ~~subject~~not execute agreements with us waiving such claims to ~~Rule~~the ~~419.~~monies held in the Trust Account.

13Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.20 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 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 $10.20 per Public Share due to reductions in the value 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 executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 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.

~~Table of Contents~~17

~~Moreover,~~Our directors ifmay ~~the~~decide ~~IPO~~not ~~were subject~~ to ~~Rule~~enforce ~~419, that rule would prohibit~~ the ~~release~~indemnification obligations of ~~any~~our ~~interest~~Sponsor, ~~earned~~resulting onin ~~funds~~a ~~held~~reduction in the ~~Trust~~amount ~~Account~~of ~~to us unless and until the~~ funds in the Trust Account ~~were~~available ~~released~~for distribution to ~~us in connection with~~ our ~~completion~~Public ~~of an initial business combination~~Shareholders.

IfIn the weevent ~~seek~~that ~~shareholder~~the ~~approval~~proceeds in the Trust Account are reduced below the lesser of ~~our~~(i) ~~initial~~$10.20 ~~business~~per ~~combination~~Public Share and wethe doactual ~~not~~amount ~~conduct~~per Public ~~redemptions~~Share ~~pursuant~~held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the ~~tender~~value ~~offer~~of ~~rules~~the trust assets, in each case less taxes payable, and ifour ~~you~~Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a ~~“group”~~particular ofclaim, ~~shareholders~~our ~~are~~independent ~~deemed~~directors would determine whether to ~~hold~~take inlegal ~~excess~~action ofagainst ~~15%~~our ofSponsor to enforce its indemnification obligations. While we currently expect that our ~~Class A~~independent directors ~~ordinary~~would ~~shares~~take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, ~~you~~it ~~will~~is ~~lose~~possible that ~~the~~our ~~ability~~independent directors in exercising their business judgment and subject to ~~redeem~~their ~~all~~fiduciary ~~such~~duties ~~shares~~may choose not to do so in any ~~excess~~particular ofinstance. ~~15%~~If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our ~~Class A~~Public ~~ordinary~~Shareholders ~~shares~~may be reduced below $10.20 per Public Share.

~~If we seek shareholder approval of our initial business combination and we do not conduct redemptions~~ Changes in ~~connection with our initial business combination pursuant to~~ the ~~tender~~market ~~offer~~for ~~rules,~~directors ~~our amended~~ and ~~restated~~officers ~~memorandum~~liability ~~and~~insurance ~~articles~~could ofmake ~~association~~it ~~provides~~more ~~that~~difficult aand Public Shareholder, together with any affiliate of such shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more ~~than~~expensive an aggregate of 15% of the Public Shares sold in the IPO without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our Public Shareholders’ ability to vote all of their Public 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~~negotiate ~~Excess Shares if we~~ and complete ~~our~~an initial business combination. And as a result, you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such Public Shares, would be required to sell your Public Shares in open market transactions, potentially at a loss.

~~Because~~Recently, the ofmarket ~~our~~for ~~limited~~directors ~~resources~~ and ~~the~~officers ~~significant~~liability ~~competition~~insurance for ~~business~~special ~~combination~~purpose ~~opportunities,~~acquisition itcompanies ~~may~~has bechanged ~~more~~in ~~difficult~~ways ~~for~~adverse us to ~~complete~~us and our ~~initial~~management ~~business combination~~team. IfFewer weinsurance ~~have~~companies ~~not~~are ~~completed~~offering ~~our~~quotes ~~initial~~for ~~business~~directors ~~combination~~and ~~within~~officers ~~the~~liability ~~required time period~~coverage, ~~our~~the ~~Public~~premiums ~~Shareholders~~charged for ~~may~~such ~~receive~~policies ~~only~~have ~~approximately~~generally ~~$10.20~~increased ~~per~~and ~~Public~~the ~~Share,~~terms orof ~~less~~such inpolicies ~~certain~~have ~~circumstances,~~generally onbecome ~~our~~less ~~redemption~~favorable. ofThese ~~their~~trends ~~Public~~may ~~Shares,~~continue into ~~and~~the ~~our Warrants will expire worthless~~future.

WeThe increased ~~expect~~cost ~~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~~decreased ~~entities,~~availability ~~domestic and international, competing for the types~~ of ~~businesses~~directors ~~we intend to acquire. Many of these individuals~~ and ~~entities~~officers ~~are~~liability ~~well-established~~insurance ~~and~~could ~~have~~make ~~extensive~~it ~~experience~~more indifficult ~~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~~expensive for ~~industry~~us 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 IPO and the sale of the Private Placement Units, our ability to ~~compete~~negotiate ~~with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others~~ an ~~advantage~~initial inbusiness ~~pursuing the acquisition of certain target businesses~~combination. ~~Furthermore,~~In weorder ~~are obligated~~ to ~~offer~~obtain ~~holders~~directors ofand ~~our~~officers ~~Public~~liability ~~Shares~~insurance ~~the~~or ~~right~~modify toits ~~redeem~~coverage as ~~their~~a ~~Public~~result ~~Shares for cash at the time~~ of ~~our~~becoming ~~initial business combination in conjunction with~~ a ~~shareholder~~public ~~vote~~company, ~~or via a tender offer. Target companies will be aware that this may reduce~~ the ~~resources available to us for our initial~~ post-business combination. ~~Any~~entity ofmight ~~these~~need ~~obligations~~to ~~may~~incur ~~place~~greater usexpense, ataccept aless ~~competitive~~favorable terms ~~disadvantage~~or ~~in successfully negotiating a business combination~~both. IfHowever, weany ~~are~~failure ~~unable~~ to ~~complete~~obtain ~~our~~adequate ~~initial~~directors ~~business~~and ~~combination,~~officers ~~our~~liability ~~Public~~insurance ~~Shareholders~~could ~~may~~have ~~receive~~an ~~only~~adverse ~~their~~impact ~~pro~~on ~~rata portion of~~ the post-business ~~funds~~combination’s inability ~~the Trust Account that are available for distribution~~ to ~~Public~~attract ~~Shareholders,~~ and ~~our~~retain ~~Warrants~~qualified ~~will~~officers ~~expire~~and ~~worthless~~directors.

AsIn addition, ~~the~~even ~~number~~after ofwe ~~special~~were ~~purpose~~to ~~acquisition~~complete ~~companies~~an ~~evaluating~~initial ~~targets~~business ~~increases~~combination, ~~attractive~~our ~~targets~~directors ~~may~~and ~~become~~officers ~~scarcer~~could ~~and~~still ~~there~~be ~~may~~subject beto ~~more~~potential liability ~~competition~~from ~~for~~claims ~~attractive~~arising ~~targets.~~from ~~This~~conduct ~~could~~alleged ~~increase~~to ~~the~~have ~~cost~~occurred ofprior ~~our~~to the initial business combination. ~~and~~As ~~could~~a ~~even~~ result, in order to protect our ~~inability~~directors and officers, the post-business combination entity may need to ~~find~~purchase aadditional ~~target~~insurance with respect to any such claims (“run-off insurance”). The need for run- off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination. on terms favorable to our investors.

InThe securities ~~recent~~in ~~years,~~which ~~the~~we ~~number~~invest ofthe ~~special~~proceeds ~~purpose~~held ~~acquisition~~in ~~companies~~the ~~that~~Trust ~~have~~Account ~~been~~could ~~formed~~bear ~~has~~a ~~increased~~negative ~~substantially.~~rate ~~Many~~of ~~potential targets for special purpose acquisition companies have already entered into an initial business combination~~interest, ~~and~~which ~~there~~could ~~are~~reduce ~~still~~the ~~many~~interest income ~~special~~available ~~purpose acquisition companies preparing~~ for anpayment ~~initial~~of ~~public~~taxes ~~offering,~~or asreduce ~~well~~the asvalue ~~many~~of ~~such~~the ~~companies~~assets ~~currently~~held in ~~registration.~~trust Assuch athat ~~result,~~the atper ~~times,~~share ~~fewer~~redemption ~~attractive~~amount ~~targets~~received by Public Shareholders may be ~~available~~less tothan ~~consummate~~$10.89 anper ~~initial~~Public ~~business combination~~Share.

InThe ~~addition,~~net ~~because~~proceeds ~~there~~from ~~are~~the ~~more~~IPO ~~special~~and ~~purpose~~certain ~~acquisition~~proceeds ~~companies~~from ~~seeking~~the tosale ~~enter~~of the ~~into~~Private Placement Units, in the amount of $258,060,000, have been held in an ~~initial~~interest-bearing ~~business~~Trust ~~combination~~Account. ~~with~~On ~~available~~May ~~targets~~11, ~~the~~2023, ~~competition~~we ~~for~~held an ~~available~~extraordinary ~~targets~~general meeting of shareholders regarding the Extension. In connection with ~~attractive~~the ~~fundamentals~~vote orfor ~~business~~the ~~models~~Extension, ~~may~~the ~~increase~~holders of 22,347,384 ~~which~~Public ~~could~~Shares ~~cause~~properly ~~targets~~exercised ~~companies~~their right to ~~demand~~redeem ~~improved~~their ~~financial~~Public ~~terms.~~Shares ~~Attractive~~for ~~deals~~cash ~~could~~at ~~also~~a ~~become~~redemption ~~scarcer~~price ~~for~~of ~~other~~approximately $10.52 ~~reasons~~per share, for an aggregate redemption amount of approximately $235 million. After the satisfaction of such asredemptions ~~economic~~in May or2023, ~~industry~~the ~~sector~~balance ~~downturns~~in the Trust Account was approximately $31 million. Between February 3, ~~geopolitical~~2022 ~~tensions~~and December 6, or2023, ~~increases~~the proceeds held in the ~~cost~~Trust ofAccount ~~additional~~have ~~capital~~been ~~needed~~only toinvested ~~close~~in ~~business~~direct ~~combinations~~U.S. Treasury obligations having a maturity of 185 days or ~~operate~~less, ~~targets~~or ~~post~~in certain money market funds which invest only in direct U.S. Treasury obligations. While short-~~business~~term ~~combination~~U.S. ~~This~~Treasury ~~could~~obligations ~~increase~~currently ~~the~~yield ~~cost~~a positive rate of interest, ~~delay~~they orhave ~~otherwise~~briefly ~~complicate~~yielded ornegative ~~frustrate~~interest ~~our~~rates ~~ability~~in torecent ~~find~~years. Central banks in Europe and ~~consummate~~Japan anpursued interest ~~initial~~rates ~~business~~below ~~combination~~zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may ~~result~~in the future adopt similar policies in ~~our~~the ~~inability~~United toStates. ~~consummate~~In anthe ~~initial~~event ~~business~~of ~~combination~~very onlow ~~terms~~or ~~favorable~~negative toyields, ~~our~~the ~~investors~~amount ~~altogether.~~of interest income would be reduced.

14On December 6, 2023, the Company and Continental entered into an amendment to the Investment Management Trust Agreement, dated as of November 10, 2021, relating to the Trust Account, to permit Continental, as trustee, to effectuate the Company’s instructions to liquidate the U.S. government securities or money market funds previously held in the Trust Account and to subsequently hold such funds in an interest-bearing demand deposit bank account. As of December 31, 2023, the funds in the Trust Account are held in cash.

~~Table~~As described herein, we will be required in certain circumstances to redeem our Public Shares for their pro-rata share of ~~Contents~~the proceeds held in the Trust Account, plus any interest income. If the balance of the Trust Account is reduced as a result of negative interest rates, the amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.89 per Public Share.

~~If the net proceeds of the IPO not being held in the Trust Account are insufficient to allow us to operate for at least the~~ 18 months following the closing of the IPO, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our Sponsor or management team to fund our search and to complete our initial business combination.

OfIf, after ~~the~~we ~~net~~distribute ~~proceeds of~~ the ~~IPO,~~proceeds ~~only~~in ~~$1,850,000 was available to us initially outside~~ the Trust Account to ~~fund~~ our ~~working~~Public ~~capital requirements. We believe that~~Shareholders, aswe offile ~~December 31, 2022, the funds available to us outside of the Trust Account along with~~ a ~~potential~~bankruptcy ~~loan~~or ~~from~~winding-up ~~the~~petition ~~Sponsor,~~or ~~will~~an beinvoluntary bankruptcy ~~sufficient~~petition tois ~~allow~~filed against us ~~to operate until May 16, 2023; however we cannot assure you~~ that ~~our estimate~~ is ~~accurate.~~not ~~Of the funds available to us~~dismissed, ~~we could use~~ a ~~portion~~bankruptcy ofcourt ~~the~~may ~~funds~~seek ~~available~~ to usrecover tosuch ~~pay~~proceeds, ~~fees~~and tothe ~~consultants~~members of ~~to assist us with~~ our ~~search~~board ~~for~~of adirectors ~~target~~may ~~business.~~be Weviewed ~~could also use a portion of the funds~~ as ahaving ~~down~~breached ~~payment~~their orfiduciary toduties ~~fund a “no-shop” provision (a provision in letters of intent or merger agreements designed~~ to ~~keep~~our target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combinationcreditors, ~~although~~thereby weexposing dothe ~~not~~members ~~have~~of ~~any~~our board ~~current intention to do so. If we enter into a letter~~ of ~~intent~~directors ~~or merger agreement where we paid for the right to receive exclusivity from a target business~~ and ~~were~~us ~~subsequently required~~ to ~~forfeit~~claims ~~such funds (whether as a result~~ of ~~our~~punitive ~~breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business~~damages.

~~The~~If, after ~~amount~~we ~~held~~distribute the proceeds in the Trust Account ~~will~~to ~~not~~our bePublic ~~impacted~~Shareholders, aswe file a ~~result~~bankruptcy ofor ~~such~~winding-up ~~increase~~petition or ~~decrease.~~an Ifinvoluntary bankruptcy wepetition ~~are~~is ~~required~~filed toagainst ~~seek~~us ~~additional~~that ~~capital,~~is wenot ~~would~~dismissed, ~~need~~any todistributions ~~borrow~~received ~~funds~~by ~~from~~shareholders ~~our~~could ~~Sponsor,~~be ~~management~~viewed ~~team~~under applicable debtor/creditor and/or ~~other~~bankruptcy ~~third~~laws ~~parties~~as toeither ~~operate~~a or“preferential ~~may~~transfer” beor ~~forced~~a to“fraudulent ~~liquidate~~conveyance.” ~~Neither~~As ~~our Sponsor~~a result, ~~members~~a ofbankruptcy ~~our~~court ~~management~~could ~~team~~seek ~~nor~~to ~~any~~recover ofsome ~~their~~or ~~affiliates~~all isamounts ~~under~~received ~~any~~by ~~obligation~~our toshareholders. ~~advance~~In ~~funds~~addition, toour usboard inof ~~such~~directors may ~~circumstances. Any such advances would~~ be ~~repaid~~viewed ~~only~~as ~~from~~having ~~funds~~breached ~~held~~its ~~outside~~fiduciary ~~the~~duty ~~Trust Account or from funds released~~ to ~~us upon completion of~~ our ~~initial~~creditors ~~business~~and/or ~~combination.~~having Upacted toin $1bad faith,~~200,000~~ ofby ~~such~~paying ~~loans~~Public ~~may~~Shareholders from ~~be convertible into Units of~~ the ~~post-business~~Trust ~~combination~~Account ~~entity~~prior atto aaddressing ~~price of $10.00 per Unit at~~ the ~~option~~claims of ~~the~~creditors, ~~lender.~~thereby ~~Such~~exposing ~~Units~~itself ~~would~~and beus ~~identical~~ to ~~the~~claims ~~Private~~of ~~Placement~~punitive ~~Units~~damages.

~~Prior~~If, before todistributing the ~~completion~~proceeds ofin ~~our~~the ~~initial~~Trust ~~business~~Account ~~combination, we do not expect~~ to ~~seek loans from parties other than~~ our ~~Sponsor~~Public orShareholders, ~~an affiliate of our Sponsor as~~ we dofile ~~not~~a ~~believe~~bankruptcy ~~third~~or ~~parties~~winding-up ~~will~~petition beor ~~willing~~an toinvoluntary bankruptcy ~~loan~~petition ~~such~~is ~~funds~~filed ~~and provide a waiver~~ against ~~any~~us ~~and~~that ~~all~~is ~~rights~~not todismissed, ~~seek~~the ~~access~~claims toof ~~funds~~creditors in ~~our~~such ~~Trust~~proceeding ~~Account.~~may ~~If we are unable to complete our initial business combination because we do not~~ have ~~sufficient~~priority ~~funds~~over ~~available to us, we will be forced to cease operations and liquidate~~ the claims ~~Trust~~of ~~Account. Consequently,~~ our Public Shareholders ~~may~~and ~~only~~the ~~receive an estimated $10.20~~ per -share, oramount ~~possibly~~that ~~less,~~would onotherwise ~~our~~be ~~redemption~~received ofby our ~~Public~~shareholders ~~Shares,~~in ~~and~~connection with our liquidation ~~Warrants~~may ~~will~~be ~~expire worthless~~reduced.

If, before ~~third~~distributing ~~parties~~the ~~bring~~proceeds ~~claims~~in the Trust Account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be ~~reduced~~subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share ~~redemption~~ amount ~~received~~that would otherwise be received by ~~Public~~our ~~Shareholders~~shareholders ~~may~~in beconnection ~~less~~with ~~than~~our ~~$10.20~~liquidation ~~per~~may ~~share.~~be reduced.

~~Our~~If ~~placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although~~ we ~~will~~are ~~seek~~deemed to ~~have~~be ~~all~~an ~~vendors,~~investment ~~service~~company ~~providers~~under ~~(except~~the ~~for~~Investment Company ~~our independent registered public accounting firm)~~Act, ~~prospective target businesses and other entities with which~~ we domay ~~business~~be ~~execute~~required ~~agreements with us waiving any right, title, interest or claim of any kind in or~~ to ~~any~~institute ~~monies~~burdensome ~~held~~compliance inrequirements ~~the~~and ~~Trust Account for the benefit of~~ our ~~Public~~activities ~~Shareholders, such parties~~ may ~~not~~be ~~execute such agreements~~restricted, orwhich ~~even if they execute such agreements they~~ may ~~not~~make beit difficult ~~prevented~~for ~~from~~us ~~bringing claims against the Trust Account, including, but not limited~~ to, ~~fraudulent~~complete ~~inducement,~~our ~~breach~~initial ofbusiness ~~fiduciary~~combination ~~responsibility~~ or ~~other~~force ~~similar~~us ~~claims, as well as claims challenging the enforceability of the waiver, in each case in order~~ to ~~gain~~abandon ~~advantage with respect to a claim against~~ our ~~assets,~~efforts ~~including the funds held in the Trust Account. If any third party refuses~~ to ~~execute~~complete an ~~agreement~~initial ~~waiving~~business ~~such claims to the monies held in the Trust Account~~combination, including our 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 in the ~~best~~Business ~~interests of the Company under the circumstances~~Combination. ~~The underwriters of the IPO as well as our registered independent public accounting firm will not execute agreements with us waiving such claims to the monies held in the Trust Account.~~

~~Examples~~If ~~of possible instances where~~ we ~~may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills~~ are ~~believed~~deemed ~~by management~~ to be ~~significantly~~an ~~superior~~investment tocompany those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.20 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 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 $10.20 per Public Share due to reductions in the value 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 executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under ~~our indemnity of~~ the ~~underwriters~~Investment ~~of the IPO against certain liabilities, including liabilities under the Securities~~ Company Act~~. However~~, ~~we have not asked~~ our ~~Sponsor~~activities to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per Public Share. In such event, we may ~~not~~ be ~~able to complete our initial business combination~~restricted, ~~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.~~ :

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:

~~Our~~● ~~directors~~registration ~~may~~as ~~decide~~an ~~not~~investment ~~to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders.~~ company;

In● ~~the~~adoption ~~event that the proceeds in the Trust Account are reduced below the lesser~~ of (i) $10.20 per Public Share and 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 $10.20 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 its obligations or that it has no indemnification obligations related to a ~~particular~~specific ~~claim,~~form our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of ~~funds~~corporate instructure; ~~the Trust Account available for distribution to our Public Shareholders may be reduced below $10.20 per Public Share.~~ and

~~Changes~~● inreporting, ~~the~~record ~~market~~keeping, ~~for~~voting, ~~directors~~proxy and ~~officers~~disclosure ~~liability~~requirements ~~insurance could make it more difficult~~ and ~~more~~other ~~expensive~~rules ~~for us to negotiate~~ and ~~complete an initial business combination~~regulations.

Recently, the market for directors and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. 19

~~The~~In ~~increased~~order ~~cost~~not ~~and~~to ~~decreased~~be ~~availability~~regulated as an investment company under the Investment Company Act, unless it can qualify for an exclusion, a company must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of ~~directors~~securities and ~~officers~~that ~~liability~~its ~~insurance~~activities ~~could~~do ~~make~~not itinclude investing, reinvesting, owning, holding or trading “investment securities” constituting more ~~difficult~~than 40% of its assets (exclusive of U.S. government securities and ~~more~~cash ~~expensive~~items) ~~for~~on an unconsolidated 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 ~~negotiate~~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. InSince ~~order~~our inception, our business has been and will continue to ~~obtain~~be ~~directors~~focused on identifying and ~~officers~~completing ~~liability~~an initial ~~insurance~~business combination, and thereafter, operating the post-transaction business or ~~modify~~assets ~~its~~for ~~coverage~~the aslong term. Further, we do not plan to buy businesses or assets with a ~~result~~view ofto ~~becoming~~resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a ~~public~~passive ~~company~~investor. In addition, the ~~post~~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-~~business~~7 ~~combination~~promulgated ~~entity~~under the Investment Company Act which invest only in direct U.S. government treasury obligations until December 2023, when, to mitigate the potential risk that we might be ~~need~~deemed to ~~incur~~be ~~greater~~an ~~expense~~investment company for purposes of the Investment Company Act, ~~accept~~the ~~less~~trustee ~~favorable~~liquidated ~~terms~~such orinvestments ~~both~~and moved the proceeds to an interest-bearing demand deposit account. ~~However~~Pursuant to the Trust Agreement, ~~any~~the ~~failure~~trustee is not permitted to ~~obtain~~invest in ~~adequate~~other ~~directors~~securities or assets. By restricting the investment of the proceeds in this manner, and by focusing our directors’ and officers’ ~~liability~~time ~~insurance~~toward, ~~could~~and ~~have~~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 ~~adverse~~“investment ~~impact~~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 ~~post-~~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 Governing Documents (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 by the date provided in the Governing Documents (or up to May 16, 2024, pursuant to the Extension) or (B) with respect to any other material provisions relating to shareholders’s ~~ability~~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 ~~attract~~our ~~and~~Public ~~retain~~Shareholders ~~qualified~~as ~~officers~~part ~~and~~of ~~directors~~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.

InIf ~~addition~~we were deemed to be an investment company for purposes of the Investment Company Act, ~~even~~we ~~after~~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 ~~were~~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, ~~our~~including ~~directors~~the Business Combination, and ~~officers~~instead be ~~could~~required ~~still~~to liquidate the Trust Account. In which case, our investors would not be ~~subject~~able to realize the benefits of owning shares in a successor operating business, including the potential ~~liability~~appreciation ~~from~~in ~~claims~~the ~~arising~~value ~~from~~of ~~conduct~~our ~~alleged~~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 $10.89 per Public Share, which is based on estimates as of December 31, 2023, or less in certain circumstances, and our Warrants would expire worthless. Changes in laws or regulations, or a failure to ~~have~~comply ~~occurred~~with ~~prior~~any laws and regulations, may adversely affect our business, including our ability to ~~the~~negotiate and complete our initial business combination, and results of operations, including the Business Combination. AsWe aare ~~result~~subject to rules and regulations by various national, inregional ~~order~~and local governing bodies, including, for example, the SEC, and to ~~protect~~new and evolving regulatory measures under applicable law. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly and our ~~directors~~efforts to comply with such new and ~~officers~~evolving laws and regulations have resulted in and are likely to continue to result in, ~~the~~increased ~~post-~~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, ~~combination~~investments ~~entity~~and results of operations. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may ~~need~~evolve over time as new guidance becomes available. For example, on January 24, 2024, the SEC issued final rules and guidance relating to ~~purchase~~special purpose ~~additional~~acquisition ~~insurance~~companies, like us, regarding, among other things, disclosure in SEC filings in connection with ~~respect~~initial business combination transactions; the financial statement requirements applicable to ~~any~~transactions ~~such~~involving ~~claims~~shell ~~(“run-off~~companies; ~~insurance”).~~the ~~The~~use ~~need~~of ~~for~~projections in ~~run-off~~SEC ~~insurance~~filings ~~would~~in beconnection anwith ~~added~~proposed ~~expense~~business ~~for~~combination transaction; and the ~~post-~~potential liability of certain participants in proposed business combination ~~entity,~~transactions. This evolution may result in continuing uncertainty regarding compliance matters and ~~could~~additional ~~interfere~~costs necessitated by ongoing revisions to our disclosure and governance practices. A failure to comply with applicable laws or ~~frustrate~~regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate ~~consummate~~and ancomplete our initial business combination, onincluding ~~terms~~the ~~favorable~~Business toCombination, ~~our~~and ~~investors.~~results of operations.

The securities in which we invest the proceeds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by Public Shareholders may be less than $10.20 ~~per Public Share.~~

~~The~~Cyber ~~net~~incidents ~~proceeds~~or attacks ~~from~~directed ~~the~~at ~~IPO~~us and certain proceeds from the sale of the Private Placement Units, in the amount of $258,060,000, are held in an interest- bearing Trust Account. The proceeds held in the Trust Account may only be invested in direct U.S. Treasury obligations having a maturity of 185 days or ~~less,~~third orparties incould ~~certain~~result ~~money market funds which invest only~~ in ~~direct~~information ~~U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest~~theft, ~~they~~data ~~have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years~~corruption, ~~and~~operational ~~the~~disruption ~~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~~ and/or ~~negative yields, the amount of interest income would be reduced~~financial loss. As described herein, we will be required in certain circumstances to redeem our Public Shares for their pro-rata share of the proceeds held in the Trust Account, plus any interest income. If the balance of the Trust Account is reduced below $258,060,000 as a result of negative interest rates, the amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.20 per Public Share.

IfWe depend on digital technologies, ~~after~~including weinformation ~~distribute~~systems, ~~the~~infrastructure ~~proceeds~~and incloud ~~the~~applications ~~Trust~~and ~~Account~~services, toincluding ~~our~~those ~~Public~~of third ~~Shareholders,~~parties with which we ~~file~~may adeal. ~~bankruptcy~~Sophisticated orand ~~winding-up~~deliberate ~~petition~~attacks on, or ansecurity ~~involuntary~~breaches ~~bankruptcy~~in, ~~petition~~our issystems ~~filed~~or ~~against~~infrastructure, or usthe ~~that~~systems isor ~~not~~infrastructure ~~dismissed,~~of athird ~~bankruptcy~~parties ~~court~~or ~~may~~the ~~seek~~cloud, could lead to ~~recover~~corruption ~~such~~or ~~proceeds~~misappropriation of our assets, proprietary information and ~~the~~sensitive ~~members~~or ofconfidential ~~our~~data. ~~board~~As ofan ~~directors~~early-stage company without significant investments in data security protection, we may not be ~~viewed~~sufficiently asprotected ~~having~~against ~~breached~~such ~~their~~occurrences. ~~fiduciary~~We ~~duties~~also lack sufficient resources to ~~our~~adequately ~~creditors~~protect against, ~~thereby~~or ~~exposing~~to investigate ~~the~~and ~~members~~remediate ofany ~~our~~vulnerability ~~board~~to, cyber incidents. It is possible that any of ~~directors~~these ~~and~~occurrences, usor toa ~~claims~~combination of ~~punitive~~them, could ~~damages.~~have material adverse consequences on our business and lead to financial loss.

16Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations, including the Business Combination.

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

IfMoreover, ~~after~~because wethese ~~distribute~~laws, ~~the~~regulations ~~proceeds~~and instandards ~~the~~are ~~Trust Account~~ subject to ~~our~~varying ~~Public Shareholders~~interpretations, wetheir ~~file~~application ain ~~bankruptcy~~practice ormay ~~winding-up~~evolve ~~petition~~over ortime anas ~~involuntary~~new ~~bankruptcy~~guidance ~~petition~~becomes isavailable. ~~filed~~For ~~against~~example, uson ~~that~~January 24, ~~is not dismissed~~2024, ~~any~~the ~~distributions~~SEC ~~received~~issued byfinal ~~shareholders~~rules ~~could be viewed under applicable debtor/creditor~~ and~~/or~~ ~~bankruptcy~~guidance ~~laws~~relating asto ~~either~~special apurpose ~~“preferential~~acquisition ~~transfer”~~companies, orlike aus, ~~“fraudulent~~regarding, ~~conveyance.”~~among Asother ~~a result~~things, disclosure ain ~~bankruptcy~~SEC ~~court~~filings ~~could~~in ~~seek~~connection towith ~~recover~~initial ~~some~~business orcombination ~~all~~transactions; ~~amounts~~the ~~received~~financial bystatement ~~our~~requirements ~~shareholders.~~applicable to Intransactions ~~addition,~~involving ~~our~~shell ~~board~~companies; ofthe ~~directors~~use ~~may~~of beprojections ~~viewed~~in asSEC ~~having~~filings ~~breached~~in ~~its~~connection ~~fiduciary~~with ~~duty~~proposed tobusiness ~~our~~combination ~~creditors~~ transaction; and~~/or~~ ~~having~~the ~~acted~~potential inliability ~~bad~~of ~~faith,~~certain byparticipants ~~paying~~in ~~Public~~proposed ~~Shareholders~~business ~~from~~combination ~~the~~transactions. ~~Trust~~This ~~Account~~evolution ~~prior~~may toresult ~~addressing~~in ~~the~~continuing uncertainty ~~claims~~regarding ofcompliance ~~creditors,~~matters ~~thereby~~and ~~exposing~~additional ~~itself~~costs ~~and~~necessitated usby ongoing revisions to ~~claims~~our ofdisclosure ~~punitive~~and ~~damages.~~governance practices.

~~If,~~A ~~before~~failure ~~distributing the proceeds in the Trust Account~~ to ~~our~~comply ~~Public~~with ~~Shareholders,~~applicable welaws ~~file a bankruptcy~~ or ~~winding-up~~regulations ~~petition~~and orany ansubsequent changes, ~~involuntary~~as ~~bankruptcy~~interpreted ~~petition~~and ~~is filed against us that is not dismissed~~applied, ~~the~~could ~~claims of creditors in such proceeding may~~ have ~~priority~~a ~~over~~material ~~the~~adverse ~~claims~~effect ofon our ~~Public~~business, ~~Shareholders~~including ~~and~~our ~~the~~ability ~~per-share~~to ~~amount~~negotiate ~~that~~and ~~would~~complete our ~~otherwise~~initial bebusiness ~~received~~combination, byincluding ~~our~~the ~~shareholders~~Business inCombination, ~~connection~~and ~~with~~results ~~our~~of ~~liquidation may be reduced~~operations.

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

If we are ~~deemed~~forced to beenter into an ~~investment~~insolvent ~~company~~liquidation, ~~for~~any ~~purposes~~distributions ofreceived ~~the~~by ~~Investment~~shareholders ~~Company~~could ~~Act,~~be weviewed ~~may~~as bean ~~forced~~unlawful topayment if ~~abandon~~it ~~our~~was ~~efforts~~proved tothat ~~complete~~immediately anfollowing ~~initial~~the ~~business~~date ~~combination~~on ~~and~~which ~~instead~~the bedistribution ~~required~~was made, we were unable to ~~liquidate~~pay ~~the~~our ~~Company.~~debts Toas ~~mitigate~~they fall due in the ~~risk~~ordinary course of ~~that~~business. As a result, ona orliquidator ~~prior~~could seek to ~~the~~recover ~~24-month~~some ~~anniversary~~or ofall ~~the~~amounts ~~effective~~received ~~date~~by ofour ~~the~~shareholders. Furthermore, ~~registration~~our ~~statement~~directors ~~relating~~may be viewed as having breached their fiduciary duties to us or our ~~IPO,~~creditors weand/or may ~~instruct~~have ~~Continental~~acted ~~Stock~~in ~~Transfer &~~bad faith, ~~Trust~~thereby exposing themselves and our Company to ~~liquidate~~claims, ~~the~~by ~~securities~~paying ~~held~~Public inShareholders from the Trust Account ~~and~~prior ~~instead~~to ~~hold~~addressing the ~~all~~claims ~~funds~~of increditors. ~~the~~We ~~Trust~~cannot ~~Account~~assure inyou ~~cash.~~that Asclaims awill ~~result,~~not ~~following~~be ~~such~~brought ~~change,~~against weus ~~would~~for ~~likely~~these ~~receive~~reasons. ~~minimal,~~We ifand ~~any,~~our ~~interest,~~directors onand officers ~~the~~who ~~funds~~knowingly ~~held~~and inwillfully ~~the~~authorized ~~Trust~~or ~~Account,~~permitted ~~which~~any ~~would~~distribution ~~reduce~~to ~~the~~be ~~dollar~~paid ~~amount~~out ~~that~~of our ~~public~~share ~~shareholders~~premium ~~would~~account ~~have~~while ~~otherwise~~we ~~received~~were unable ~~upon~~to ~~any~~pay ~~redemption~~our ordebts ~~liquidation~~as ofthey ~~the~~fall ~~Company~~due ifin the ~~assets~~ordinary incourse ~~the~~of ~~Trust~~business ~~Account~~would ~~had~~be ~~remained~~guilty inof ~~U.S.~~an ~~government~~offence ~~securities~~and ormay ~~money~~be ~~market~~liable ~~funds~~to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.

On 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 special purpose acquisition company (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. 21

AsWe may ~~indicated~~not ~~above,~~hold ~~we completed our IPO in November 2021 and have operated as a blank check company searching for a target business with which to consummate~~ an ~~initial~~annual ~~business~~general ~~combination~~meeting ~~since~~until ~~such time (or approximately 16 months~~ after the ~~effective~~consummation ~~date~~ of our IPO, as of the date of this Quarterly Report). There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC. It is possible that a claim could be made that we have been operating as an unregistered investment company, including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act, based on the current views of the SEC. 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~~which ~~instead~~could bedelay ~~required to liquidate~~ the ~~Company.~~opportunity for ~~If we are required to liquidate the Company,~~ our ~~investors~~shareholders ~~would not be able~~ to ~~realize~~elect 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 worthlessdirectors.

~~The~~In accordance ~~funds~~with inNasdaq’s ~~the~~corporate ~~Trust~~governance ~~Account~~requirements, ~~have~~we ~~been~~are ~~held~~not inrequired ~~cash~~to ~~and~~hold inan ~~U.S.~~annual ~~government~~meeting ~~treasury~~until ~~obligations~~no ~~with~~later athan ~~maturity~~one year ofafter ~~185~~our ~~days~~first orfiscal ~~less~~year orend infollowing ~~money~~our ~~market~~listing ~~funds~~on ~~investing solely in U~~Nasdaq.S. ~~government~~There ~~treasury~~is ~~obligations~~no ~~and~~requirement ~~meeting certain conditions~~ under ~~Rule 2a-7 under~~ the ~~Investment~~Companies ~~Company~~ Act. Asfor ~~of December 31, 2022, amounts held in Trust Account included approximately $3,940,198 of interests and dividends. To mitigate the risk of~~ us ~~being deemed~~ to ~~have~~hold annual ~~been operating as an unregistered investment company under the Investment Company Act, we may, in our discretion, on~~ or ~~prior~~extraordinary togeneral ~~the~~meetings ~~24-month anniversary of the effective date of the registration statement relating~~ to ~~our~~elect ~~IPO,~~directors. orUntil ~~November 10,~~we ~~2023,~~hold ~~instruct~~an ~~Continental~~annual ~~Stock~~general ~~Transfer & Trust Company~~meeting, ~~the~~Public ~~trustee~~Shareholders ~~with~~may ~~respect~~not tobe afforded the ~~Trust~~opportunity ~~Account,~~ to ~~liquidate~~elect ~~the~~directors ~~U.S. government treasury obligations or money market funds held in the Trust Account~~ and ~~thereafter~~ to ~~hold~~discuss ~~all~~company ~~funds~~affairs inwith ~~the Trust Account in cash (i~~management.~~e.,~~ inOur ~~one~~board ~~or more bank accounts) until the earlier~~ of ~~the~~directors ~~consummation~~is ofdivided ainto ~~business~~three classes ~~combination~~with oronly ~~our~~one ~~liquidation.~~class ~~Following such liquidation~~ of ~~the~~directors ~~assets~~being elected in ~~our~~each ~~Trust~~year ~~Account,~~and weeach ~~would~~class ~~likely~~(except ~~receive~~for ~~minimal~~those ~~interest,~~directors ifelected ~~any,~~prior onto ~~the funds held in the Trust Account, which would reduce the dollar amount~~ our ~~public~~first annual ~~shareholders~~general ~~would~~meeting) ~~have~~serving ~~otherwise~~a ~~received~~three-year ~~upon any redemption or liquidation of the Company if the assets in the Trust Account had remained in U~~term.~~S. government securities or money market funds. This means that the amount available for redemption may not increase in the future.~~

17Because we are not limited to evaluating a target business in a particular industry sector, you may be unable to ascertain the merits or risks of any particular target business’s operations.

~~Table~~Our efforts to identify a prospective initial business combination target have not been limited to a particular industry, sector or geographic region. Our Governing Documents prohibit us from effectuating a business combination solely with another blank check company or similar company with nominal operations. To the extent we complete our initial business combination, including 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 ~~Contents~~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 have and will endeavor to evaluate the risks inherent in a particular target business, including Nuvo, 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 securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in our business combination target. Accordingly, any shareholders who choose to remain shareholders or warrant holders following the initial business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the initial business combination contained an actionable material misstatement or material omission.

~~In addition, even prior to the 24-month anniversary of the effective date of the registration statement relating to our IPO,~~ Although we ~~may~~have beidentified ~~deemed~~general tocriteria beand anguidelines ~~investment company. The longer~~ that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, there is a greater risk that we ~~may~~believe ~~be considered an unregistered investment company, in which case we may be required to liquidate. For so long as the funds in the trust account~~ are ~~held~~important in ~~short-term~~evaluating ~~U.S.~~prospective ~~government~~target ~~securities or in money market funds invested exclusively in such securities~~businesses, ~~the risk that~~ we may enter beinto ~~considered~~our aninitial ~~unregistered~~business ~~investment~~combination ~~company~~with ~~and required to liquidate is greater than that of~~ a ~~SPAC~~target that ~~has~~does ~~elected~~not tomeet ~~liquidate~~ such ~~investments~~criteria and toguidelines, ~~hold~~and ~~all~~as ~~funds~~a ~~in its trust account in cash (i.e.~~result, inthe ~~one~~target business orwith ~~more~~which ~~bank accounts). Accordingly,~~ we ~~may~~enter ~~determine,~~into in our ~~discretion,~~initial tobusiness ~~liquidate~~combination ~~the~~may ~~securities~~not ~~held~~have inattributes ~~the~~entirely ~~Trust~~consistent ~~Account~~with atour ~~any~~general ~~time, even prior to the 24-month anniversary,~~ criteria and ~~instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or our liquidation~~guidelines.

~~Cyber~~Although we ~~incidents~~have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or ~~attacks~~all ~~directed~~of atthese guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of Public Shareholders may exercise their redemption rights, which may make it difficult for us ~~could~~to ~~result~~meet inany ~~information~~closing ~~theft~~condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, ~~data~~if ~~corruption~~shareholder approval of the transaction is required by law, ~~operational~~or we ~~disruption~~decide ~~and/~~to obtain shareholder approval for business or ~~financial~~other ~~loss~~legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. 22

~~Changes~~We may innot ~~laws~~be orrequired ~~regulations,~~to orobtain aan ~~failure~~opinion tofrom ~~comply~~an ~~with~~independent ~~any~~investment ~~laws~~banking firm or from a valuation or appraisal firm, and ~~regulations~~consequently, you may ~~adversely~~have ~~affect~~no ~~our~~assurance ~~business,~~from ~~including~~an ~~our~~independent ~~ability~~source tothat ~~negotiate~~the ~~and~~consideration ~~complete~~we ~~our~~are ~~initial~~paying for the business ~~combination,~~is ~~and~~fair ~~results~~to our Company from a financial point of ~~operations~~view.

WeUnless we ~~are~~complete ~~subject~~our toinitial ~~laws~~business ~~and~~combination ~~regulations~~with ~~enacted~~an byaffiliated ~~national,~~(as ~~regional~~defined ~~and~~in ~~local~~our ~~governments.~~Governing InDocuments) ~~particular,~~entity weor ~~will~~our beboard ~~required~~of todirectors cannot ~~comply~~independently ~~with~~determine ~~certain~~the ~~SEC~~fair ~~and~~market ~~other~~value ~~legal~~of ~~requirements.~~the ~~Compliance~~target business or businesses (including with, ~~and~~the ~~monitoring~~assistance of financial advisors), ~~applicable~~we ~~laws~~are ~~and~~not ~~regulations~~required ~~may~~to beobtain ~~difficult,~~an ~~time~~opinion ~~consuming~~from ~~and~~an ~~costly.~~independent ~~Those~~investment ~~laws~~banking ~~and~~firm ~~regulations~~which ~~and~~is ~~their~~a ~~interpretation~~member ~~and~~of ~~application~~FINRA ~~may~~or ~~also~~from ~~change~~another independent ~~from~~entity ~~time~~that tocommonly ~~time~~renders ~~and~~valuation ~~those~~opinions ~~changes~~that ~~could~~the ~~have~~consideration awe ~~material~~are ~~adverse~~paying ~~effect~~is onfair to our ~~business,~~Company ~~investments~~from ~~and~~a ~~results~~financial point of ~~operations~~view. InIf ~~addition~~no opinion is obtained, aour ~~failure~~shareholders towill ~~comply~~be ~~with~~relying ~~applicable~~on ~~laws~~the orjudgment ~~regulations,~~of asour ~~interpreted~~board ~~and~~of ~~applied~~directors, ~~could~~who ~~have~~will adetermine fair ~~material~~market ~~adverse~~value ~~effect~~based on ~~our~~standards ~~business,~~generally ~~including~~accepted ~~our~~by ~~ability~~the tofinancial ~~negotiate~~community. ~~and~~Such ~~complete~~standards used will be disclosed in our ~~initial~~proxy materials ~~business~~or ~~combination~~tender offer documents, ~~and~~as ~~results~~applicable, ofrelated ~~operations.~~to our initial business combination.

~~Our shareholders~~ We may beissue ~~held~~notes ~~liable~~or ~~for~~other ~~claims~~debt bysecurities, ~~third~~or ~~parties~~otherwise ~~against~~incur ussubstantial debt, to ~~the~~complete ~~extent~~an ofinitial ~~distributions~~business ~~received~~combination, bywhich ~~them~~may adversely ~~upon~~affect ~~redemption~~our leverage and financial condition and thus negatively impact the value of ~~their~~our ~~shares.~~shareholders’ investment in us.

If Although we ~~are~~have ~~forced~~no tocommitments ~~enter into an insolvent liquidation, any distributions received by shareholders could be viewed~~ as anof ~~unlawful payment if it was proved that immediately following~~ the date onof ~~which~~this ~~the~~Form ~~distribution~~10-K ~~was made, we were unable~~ to ~~pay~~issue ~~our~~any ~~debts~~notes asor ~~they~~other ~~fall~~debt ~~due in the ordinary course of business. As a result~~securities, aor ~~liquidator could seek~~ to ~~recover~~otherwise ~~some~~incur ~~or all amounts received by our shareholders. Furthermore~~outstanding debt, ~~our~~we ~~directors~~ may bechoose ~~viewed~~to asincur ~~having~~substantial ~~breached~~debt ~~their fiduciary duties~~ to uscomplete or our ~~creditors~~initial ~~and/or~~business ~~may~~combination. ~~have~~We ~~acted in bad faith, thereby exposing themselves~~ and our ~~Company~~officers tohave ~~claims,~~agreed ~~by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you~~ that ~~claims~~we will not beincur ~~brought~~any ~~against~~indebtedness usunless ~~for~~we ~~these~~have ~~reasons.~~obtained Wefrom ~~and~~the ~~our~~lender ~~directors~~a ~~and~~waiver ~~officers~~of ~~who~~any ~~knowingly~~right, ~~and~~title, ~~willfully~~interest ~~authorized~~ or ~~permitted~~claim ~~any distribution to be paid out~~ of ~~our~~any ~~share~~kind ~~premium~~in ~~account while we were unable~~ or to ~~pay~~the ~~our~~monies ~~debts~~held asin ~~they~~the ~~fall~~Trust ~~due~~Account. inAs ~~the~~such, ~~ordinary~~no ~~course~~issuance of ~~business~~debt ~~would~~will beaffect ~~guilty~~the ofper anshare ~~offence~~amount ~~and~~available ~~may~~for beredemption ~~liable~~from the toTrust aAccount. ~~fine of $18~~Nevertheless,~~292.68~~ ~~and~~the toincurrence ~~imprisonment~~of ~~for~~debt ~~five~~could ~~years~~have ina ~~the~~variety ~~Cayman~~of ~~Islands.~~negative effects, including:

18● default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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

We● ~~may~~our ~~not~~immediate ~~hold~~payment anof ~~annual~~all ~~general~~principal ~~meeting~~and ~~until~~accrued ~~after~~interest, ~~the~~if ~~consummation of our initial business combination~~any, ~~which~~if ~~could delay~~ the ~~opportunity~~debt ~~for~~is ~~our~~payable ~~shareholders~~on ~~to elect directors.~~ demand;

In● ~~accordance~~our ~~with~~inability ~~Nasdaq’s corporate governance requirements, we are not required~~ to ~~hold~~obtain annecessary ~~annual~~additional ~~meeting~~financing ~~until~~if nothe ~~later~~debt ~~than~~contains ~~one~~covenants ~~year~~restricting ~~after~~ our ~~first~~ability ~~fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us~~ to ~~hold~~obtain ~~annual~~such orfinancing ~~extraordinary~~while ~~general meetings to elect directors. Until we hold an annual general meeting, Public Shareholders may not be afforded~~ the ~~opportunity~~debt ~~to elect directors and to discuss company affairs with management. Our board of directors~~ is divided into three classes with only one class of directors being elected in each year and each class (except for those directors elected prior to our first annual general meeting) serving a three-year term. outstanding;

~~Because~~● weour ~~are~~inability ~~neither limited~~ to ~~evaluating~~pay adividends ~~target~~on ~~business in a particular industry sector nor have we selected any specific target businesses with which to pursue~~ our ~~initial~~Class ~~business~~A ~~combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.~~ Shares;

~~Our~~● ~~efforts~~using ~~to identify~~ a ~~prospective~~substantial ~~initial~~portion ~~business~~of ~~combination~~our ~~target~~cash ~~will~~flow ~~not be limited~~ to apay ~~particular~~principal ~~industry, sector or geographic region. Our amended~~ and ~~restated~~interest ~~memorandum~~on and articles of association prohibit 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~~debt, ~~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~~funds that those risks will adversely impact a target business. We also cannot assure you that an investment in our Units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for ~~such~~dividends ~~reduction~~on ~~in value unless they are able to successfully claim that the reduction was due to the breach by~~ our ~~officers~~Class orA ~~directors~~Shares ofif ~~a duty of care or other fiduciary duty owed to them~~declared, ~~or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents~~expenses, ascapital ~~applicable~~expenditures, ~~relating~~acquisitions toand ~~the~~other ~~business~~general ~~combination~~corporate ~~contained an actionable material misstatement or material omission.~~ purposes;

~~Although~~● welimitations ~~have~~on ~~identified~~our ~~general~~flexibility ~~criteria~~in ~~and~~planning ~~guidelines~~for ~~that~~and wereacting ~~believe~~to ~~are~~changes ~~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,~~in ~~and as a result,~~ the ~~target~~industry ~~business~~in ~~with~~ which we ~~enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.~~ operate;

~~Although~~● weincreased ~~have~~vulnerability ~~identified~~to ~~general~~adverse ~~criteria~~changes ~~and~~in guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general ~~criteria and guidelines. In addition~~economic, ifindustry ~~we announce a prospective business combination with a target that does not meet our general criteria~~ and ~~guidelines,~~competitive aconditions greater number of Public Shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and ~~guidelines.~~adverse Ifchanges ~~we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds~~ in ~~the~~government ~~Trust~~regulation; ~~Account that are available for distribution to Public Shareholders,~~ and ~~our Warrants will expire worthless.~~

19● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

~~Table~~We may only be able to complete one business combination with the proceeds of ~~Contents~~the IPO and the sale of the Private Placement Units, which will cause us to be solely dependent on a single business, which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

WeThe ~~may~~net ~~not~~proceeds befrom ~~required~~the toIPO ~~obtain~~and ancertain ~~opinion~~proceeds from anthe ~~independent~~sale ~~investment~~of the ~~banking~~Private ~~firm~~Placement orUnits, ~~from~~in athe ~~valuation~~amount orof ~~appraisal firm~~$258, ~~and consequently~~060,000, ~~you~~have ~~may~~been ~~have~~held nothe ~~assurance~~Trust ~~from~~Account ansince ~~independent~~our ~~source~~consummation ~~that~~of the ~~consideration~~IPO. weIn ~~are~~connection with ~~paying~~the vote for the ~~business~~Extension, isthe ~~fair~~holders of 22,347,384 Public Shares properly exercised their right to ~~our~~redeem ~~Company~~their ~~from~~Public Shares for cash at a ~~financial~~redemption ~~point~~price of ~~view~~approximately $10.52 per share, for an aggregate redemption amount of approximately $235 million. After the satisfaction of such redemptions in May 2023, the balance in the Trust Account was approximately $31 million. As of December 31, 2023, the balance in the trust account was $32,178,652.

Unless 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. 23

We may ~~issue~~effectuate ~~notes~~our initial business combination with a single target business or ~~other~~multiple ~~debt~~target ~~securities,~~businesses simultaneously or ~~otherwise~~within a ~~incur~~short ~~substantial~~period ~~debt~~of time. However, we may not be able to ~~complete~~effectuate aour initial business combination with more than one target business because of various factors, ~~which~~including ~~may~~the ~~adversely~~existence ~~affect~~of ~~our~~complex ~~leverage~~accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and ~~thus~~regulatory ~~negatively~~developments. ~~impact~~Further, we would not be able to diversify our operations or benefit from the ~~value~~possible spreading of ~~our~~risks ~~shareholders’~~or ~~investment~~offsetting of losses, unlike other entities which may have the resources to complete several business combinations in usdifferent industries or different areas of a single industry. Accordingly, the prospects for our success may be:

~~Although~~● wesolely ~~have~~dependent noupon ~~commitments as of~~ the ~~date~~performance of this Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a ~~waiver~~single ~~of any right~~business, ~~title,~~property ~~interest~~ or ~~claim of any kind in or to the monies held in the Trust Account. As such~~asset, ~~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:~~ or

•● ~~default~~dependent ~~and~~upon ~~foreclosure~~the ondevelopment ~~our~~or ~~assets~~market ifacceptance ~~our~~of ~~operating~~a ~~revenues~~single ~~after~~or anlimited ~~initial~~number ~~business~~of ~~combination~~products, ~~are~~processes ~~insufficient~~or ~~to repay our debt obligations;~~services.

•This lack ~~acceleration~~ of ~~our~~diversification ~~obligations~~may tosubject ~~repay~~us ~~the~~to ~~indebtedness~~numerous ~~even~~economic, ifcompetitive weand ~~make~~regulatory ~~all~~risks, ~~principal~~any ~~and~~or ~~interest~~all ~~payments~~of ~~when~~which ~~due~~may ifhave wea ~~breach~~substantial adverse ~~certain~~impact ~~covenants~~upon ~~that require~~ the ~~maintenance~~particular ofindustry ~~certain~~in ~~financial~~which ~~ratios~~we ormay ~~reserves~~operate ~~without~~subsequent ato ~~waiver~~our orinitial ~~renegotiation~~business ~~of that covenant;~~combination.

•We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ~~immediate~~ability ~~payment~~to ofcomplete our ~~all~~initial ~~principal~~business combination and ~~accrued~~give ~~interest,~~rise ifto ~~any,~~increased ifcosts ~~the~~and ~~debt~~risks isthat ~~payable~~could onnegatively ~~demand;~~impact our operations and profitability.

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

•We may attempt to complete our ~~inability~~initial tobusiness ~~pay~~combination ~~dividends~~with ona ~~our~~private ~~Class~~company Aabout ~~ordinary~~which ~~shares;~~little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

•In pursuing ~~using~~our abusiness ~~substantial~~combination ~~portion~~strategy, ofwe may seek to effectuate our ~~cash~~initial ~~flow~~business tocombination ~~pay~~with ~~principal~~a ~~and~~privately ~~interest~~held oncompany. Very ~~our~~little ~~debt~~public information generally exists about private companies, ~~which~~and ~~will~~we ~~reduce~~could ~~the~~be ~~funds~~required ~~available~~to ~~for~~make ~~dividends~~our decision on ~~our~~whether ~~Class~~to pursue Aa ~~ordinary~~potential ~~shares~~initial ifbusiness ~~declared,~~combination ~~expenses,~~on ~~capital~~the ~~expenditures~~basis of limited information, ~~acquisitions~~which ~~and~~may ~~other~~result ~~general~~in ~~corporate~~a ~~purposes;~~business combination with a company that is not as profitable as we suspected, if at all.

•We do ~~limitations~~not onhave ~~our~~a ~~flexibility~~specified inmaximum ~~planning~~redemption ~~for~~threshold. ~~and~~The ~~reacting~~absence toof ~~changes~~such ina redemption threshold may make it possible for us to complete our initial business ~~and~~combination inwith ~~the~~which ~~industry~~a insubstantial ~~which~~majority weof ~~operate;~~our shareholders or warrant holders do not agree.

•Our Governing ~~increased~~Documents ~~vulnerability~~do not provide a specified maximum redemption threshold. In addition, even though the Business Combination Agreement does not impose one, an alternative initial business combination may impose a minimum cash requirement for: (i) cash consideration to be ~~adverse~~paid ~~changes~~to inthe target or its owners, (ii) cash for working capital or other general ~~economic~~corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, ~~industry~~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 ~~competitive~~have ~~conditions~~redeemed their Public Shares or, if we seek shareholder approval of our initial business combination and ~~adverse~~do ~~changes~~not conduct redemptions in ~~government~~connection ~~regulation;~~with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their Public Shares to our Sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares in connection with such initial business combination, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.24

WeIn order ~~may~~to ~~only~~effectuate bean ~~able~~initial tobusiness ~~complete~~combination, ~~one~~special ~~business~~purpose ~~combination~~acquisition ~~with~~companies have, in the ~~proceeds~~recent past, amended various provisions of ~~the~~their ~~IPO~~charters and ~~the~~other ~~sale~~governing ofinstruments, ~~the~~including ~~Private~~their ~~Placement~~warrant ~~Units,~~agreements. ~~which~~We ~~will~~cannot ~~cause~~assure usyou tothat bewe ~~solely~~will ~~dependent~~not seek onto aamend ~~single~~our ~~business,~~Governing ~~which~~Documents ~~may~~or ~~have~~governing instruments in a ~~limited~~manner ~~number~~that ofwill ~~products~~make orit ~~services.~~easier ~~This~~for ~~lack~~us ofto ~~diversification~~complete ~~may~~our ~~negatively~~initial ~~impact~~business combination that our ~~operations~~Public ~~and~~Shareholders ~~profitability.~~may not support.

~~The~~In order ~~net~~to ~~proceeds~~effectuate ~~from~~a business combination, special purpose acquisition companies have, in the ~~IPO~~recent past, 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 ~~Units~~consummate ~~provided~~an usinitial ~~with~~business combination ~~$258~~and,~~060,000~~ ~~(after~~with ~~taking~~respect ~~into~~to ~~account~~their $9Warrants,~~915,000~~ ofamended ~~deferred~~their ~~underwriting~~warrant ~~commissions~~agreements ~~being~~to ~~held~~require in the ~~Trust~~Warrants ~~Account)~~to ~~that~~be weexchanged ~~may~~for ~~use~~cash toand/or other ~~complete~~securities. Amending our ~~initial~~Governing ~~business~~Documents ~~combination.~~will Werequire ~~may~~a ~~effectuate~~special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of our ~~initial~~ordinary ~~business~~shares ~~combination~~which ~~with~~are represented in person or by proxy and are voted at a ~~single~~general ~~target~~meeting ~~business~~of the orCompany, ~~multiple~~and ~~target~~amending ~~businesses~~our ~~simultaneously~~warrant oragreement ~~within~~will require a ~~short~~vote ~~period~~of holders of ~~time.~~at ~~However,~~least we50% ~~may~~of ~~not~~the bePublic ~~able~~Warrants and, solely with respect to ~~effectuate~~any ~~our~~amendment ~~initial~~to ~~business~~the ~~combination~~terms ~~with~~of ~~more~~the ~~than~~Private ~~one~~Placement ~~target~~Warrants ~~business~~or ~~because~~any provision of ~~various~~the ~~factors~~warrant agreement with respect to the Private Placement Warrants, ~~including~~50% of the ~~existence~~number of ~~complex~~the ~~accounting~~then ~~issues~~outstanding ~~and~~Private ~~the~~Placement ~~requirement~~Warrants. ~~that~~In weaddition, ~~prepare~~the ~~and~~Governing ~~file~~Documents require ~~pro~~us ~~forma~~to ~~financial~~provide ~~statements~~our Public Shareholders with the ~~SEC~~opportunity ~~that~~to ~~present~~redeem ~~operating~~their ~~results~~Public ~~and~~Shares ~~the~~for ~~financial~~cash ~~condition~~if ofwe ~~several~~propose ~~target~~an ~~businesses~~amendment to asthe ifGoverning ~~they~~Documents ~~had~~to ~~been~~modify ~~operated~~the onsubstance aor ~~combined~~timing ~~basis.~~of Byour ~~completing~~obligation to redeem 100% of our Public Shares if we do not complete an initial business combination ~~with~~by ~~only~~the adate ~~single~~provided ~~entity~~in the Governing Documents (or up to May 16, ~~our~~2024, ~~lack~~pursuant ofto ~~diversification~~the ~~may~~Extension) ~~subject~~or with usrespect to ~~numerous~~any ~~economic,~~other ~~competitive~~material ~~and~~provisions ~~regulatory~~relating ~~developments~~to shareholders’ rights or pre-initial business combination activity. ~~Further,~~To the weextent ~~would~~any ~~not~~of such amendments would be ~~able~~deemed to ~~diversify~~fundamentally ~~our~~change ~~operations~~the ornature ~~benefit~~of ~~from~~the securities offered through the ~~possible~~registration statement ~~spreading~~relating ofto ~~risks~~the orIPO, ~~offsetting~~we ofwould ~~losses~~register, ~~unlike~~or ~~other~~seek ~~entities~~an ~~which~~exemption ~~may~~from ~~have~~registration for, the ~~resources~~affected tosecurities. ~~complete~~We ~~several~~cannot ~~business~~assure you ~~combinations~~that inwe ~~different~~will ~~industries~~not orseek ~~different~~to ~~areas~~amend ofour acharter ~~single~~or ~~industry.~~governing ~~Accordingly,~~instruments or extend the ~~prospects~~time ~~for~~to consummate an initial business combination in order to effectuate our ~~success~~initial ~~may~~business ~~be:~~combination.

20The provisions of our Governing Documents that relate to our pre-business combination activity (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 Governing Documents to facilitate the completion of an initial business combination that some of our shareholders may not support.

~~Table~~Our Governing Documents provide that any of ~~Contents~~their provisions related to pre-business combination activity (including the requirement to deposit proceeds of the IPO and the sale of the Private Placement Units into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to Public Shareholders as described herein) and corresponding provisions of the Trust Agreement governing the release of funds from our Trust Account may be amended if approved by 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 meeting of the Company. Our Initial Shareholders, who collectively beneficially own 76.4% of our ordinary shares, will participate in any vote to amend our Governing Documents and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our Governing Documents 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 Governing Documents.

•Our Sponsor, ~~solely~~officers, ~~dependent~~directors ~~upon~~and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Governing Documents (A) to modify the ~~performance~~substance or timing of aour ~~single~~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 by the date provided in our Governing Documents (or up to May 16, ~~property~~2024, pursuant to the Extension) or ~~asset~~(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 pay our taxes, 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, directors or director nominees 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.

~~• dependent upon the development or market acceptance of a single or limited number of products, processes or services.~~25

~~This~~Certain agreements ~~lack~~related ~~of diversification may subject us~~ to ~~numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon~~ the ~~particular~~IPO ~~industry in which we~~ may ~~operate~~be ~~subsequent~~amended towithout ~~our~~shareholder ~~initial business combination~~approval.

WeEach of ~~may~~the ~~attempt~~agreements related to ~~simultaneously~~the ~~complete~~IPO ~~business~~to ~~combinations~~which ~~with~~we ~~multiple~~are ~~prospective~~a ~~targets~~party, ~~which~~other than the warrant agreement entered into between Continental Stock Transfer & Trust Company, as warrant agent, and us, and the Trust Agreement, may ~~hinder~~be amended without shareholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our ~~ability~~Initial toShareholders, ~~complete~~Sponsor, officers and directors; the registration rights agreement among us and our ~~initial~~Initial ~~business~~Shareholders; ~~combination~~the purchase agreement regarding the Private Placement Units between us and ~~give~~our Sponsor; ~~rise~~and tothe ~~increased~~administrative ~~costs~~services agreement among us, our Sponsor and ~~risks~~an affiliate of our Sponsor. These agreements contain various provisions that ~~could~~our ~~negatively~~Public ~~impact~~Shareholders might deem to be material. For example, our ~~operations~~letter agreement and ~~profitability.~~the underwriting agreement contain certain lock-up provisions with respect to the Founder Shares, Private Placement Warrants and other securities held by our Initial Shareholders, Sponsor, officers and directors.

IfAmendments to wesuch ~~determine~~agreements towould ~~simultaneously~~require ~~acquire~~the ~~several~~consent ~~businesses~~of ~~that~~the ~~are~~applicable ~~owned~~parties thereto and would need to be approved by ~~different~~our ~~sellers~~board of directors, which wemay ~~will~~do ~~need~~so for ~~each~~a variety of ~~such~~reasons, ~~sellers~~including to ~~agree~~facilitate ~~that~~ our ~~purchase~~initial ofbusiness ~~its~~combination. ~~business~~While iswe ~~contingent~~do onnot ~~the~~expect ~~simultaneous~~our ~~closings~~board of directors to approve any amendment to any of ~~the~~these ~~other~~agreements prior to our initial business ~~combinations~~combination, ~~which~~it may ~~make~~be itpossible ~~more~~that ~~difficult~~our board ~~for~~of usdirectors, in exercising its business judgment and ~~delay~~subject ~~our~~to ~~ability~~its fiduciary duties, chooses to ~~complete~~approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination. ~~With~~will ~~multiple~~be ~~business~~disclosed in ~~combinations,~~our weproxy ~~could~~materials ~~also~~or ~~face~~tender ~~additional~~offer ~~risks~~documents, ~~including~~as ~~additional~~applicable, ~~burdens~~related to such initial business combination, and ~~costs~~any ~~with~~other ~~respect~~material amendment to ~~possible~~any ~~multiple~~of ~~negotiations~~our ~~and~~material ~~due~~agreements ~~diligence~~will ~~investigations~~be ~~(if~~disclosed ~~there~~in ~~are~~a ~~multiple~~filing ~~sellers)~~with ~~and~~ the ~~additional~~SEC. ~~risks~~Any ~~associated~~such ~~with~~amendments ~~the~~would ~~subsequent~~not ~~assimilation~~require ofapproval from our shareholders, may result in the ~~operations~~completion of our initial business combination that may not otherwise have been possible, and may ~~services~~have oran ~~products~~adverse effect on the value of an investment in our securities. For example, amendments to the ~~acquired~~lock-up ~~companies~~provision discussed above may result in aour ~~single~~Initial ~~operating~~Shareholders ~~business.~~selling Iftheir wesecurities ~~are~~earlier ~~unable~~than tothey ~~adequately~~would ~~address~~otherwise ~~these~~be ~~risks~~permitted, itwhich ~~could~~may ~~negatively~~have an ~~impact~~adverse ~~our~~effect ~~profitability~~on ~~and~~the ~~results~~price of ~~operations.~~our securities.

We may ~~attempt~~be unable to obtain additional financing to complete our initial business combination ~~with~~or ato ~~private~~fund ~~company~~the ~~about~~operations ~~which~~and ~~little~~growth ~~information~~of isa ~~available~~target business, which ~~may~~could ~~result~~compel inus ato ~~business~~restructure ~~combination~~or ~~with~~abandon a ~~company~~particular ~~that~~business ~~is not as profitable as we suspected, if at all~~combination.

InIf the ~~pursuing~~cash ~~our~~portion of the purchase price for a target business ~~combination~~exceeds ~~strategy~~the amount available from the Trust Account, net of amounts needed to satisfy any redemption by Public Shareholders, we may be required to seek additional financing to ~~effectuate~~complete ~~our~~such proposed initial business combination, ~~with~~including athe ~~privately~~Business ~~held~~Combination. ~~company~~We cannot assure you that such financing will be available on acceptable terms, if at all. ~~Very~~To ~~little~~the ~~public~~extent ~~information~~that ~~generally~~additional ~~exists~~financing ~~about~~proves ~~private~~to ~~companies~~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 ~~could~~may be required to ~~make~~obtain additional financing in connection with the closing of our ~~decision~~initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on ~~whether~~indebtedness toincurred ~~pursue~~in acompleting ~~potential~~our initial business combination, onor to fund the ~~basis~~purchase of ~~limited~~other companies. ~~information~~If we are unable to complete our initial business combination, ~~which~~our Public Shareholders may ~~result~~only receive their pro rata portion of the funds in athe Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, ~~with~~we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a ~~company~~material ~~that~~adverse iseffect on ~~not~~the ascontinued ~~profitable~~development asor wegrowth ~~suspected,~~of ifthe attarget ~~all~~business. None of our officers, directors or shareholders are required to provide any financing to us in connection with or after our initial business combination.

WeOur Initial doShareholders ~~not~~control ~~have~~ a ~~specified~~substantial ~~maximum~~interest ~~redemption~~in ~~threshold.~~us ~~The~~and ~~absence~~thus ofmay ~~such~~exert a ~~redemption~~substantial ~~threshold~~influence ~~may~~on ~~make~~actions itrequiring ~~possible~~a ~~for~~shareholder vote, uspotentially toin ~~complete our initial business combination with which~~ a ~~substantial~~manner ~~majority~~that ofyou ~~our shareholders or warrant holders~~ do not ~~agree~~support.

Our Initial ~~amended~~Shareholders ~~and~~own ~~restated~~76.4% ~~memorandum and articles~~ of ~~association do not provide a specified maximum redemption threshold, except that in no event will we redeem~~ our ~~Public~~issued ~~Shares~~and inoutstanding anordinary ~~amount that would cause our net tangible assets to be less than $5,000,001~~shares. ~~In addition~~Accordingly, ~~our~~they ~~proposed~~exert ~~initial~~a ~~business~~substantial ~~combination~~influence ~~may~~on ~~impose~~actions requiring a ~~minimum~~shareholder ~~cash~~vote, ~~requirement~~potentially ~~for:~~in ~~(i) cash~~a ~~consideration~~manner tothat beyou ~~paid~~do tonot ~~the target or its owners~~support, ~~(ii) cash~~including ~~for~~amendments ~~working capital or other general corporate purposes or (iii) the retention of cash~~ to ~~satisfy~~our ~~other~~Governing ~~conditions~~Documents. As a result, we ~~may~~will ~~be able to complete our initial business combination even though a substantial majority of our Public Shareholders do~~ not ~~agree~~need ~~with~~any ~~the transaction and have redeemed their~~ Public Shares ~~or,~~held ifby wePublic ~~seek~~Shareholders ~~shareholder approval of our initial business combination and do not conduct redemptions~~ in ~~connection~~addition ~~with our initial business combination pursuant~~ to the ~~tender~~shares ~~offer~~owned ~~rules,~~by ~~have entered into privately negotiated agreements to sell their Public Shares to~~ our ~~Sponsor,~~Initial ~~officers,~~Shareholders ~~directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would~~ to be ~~required~~voted toin ~~pay~~favor ~~for all Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms~~ of ~~the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem~~ any ~~shares~~resolutions inrequiring ~~connection~~a ~~with~~shareholder ~~such initial business combination, all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination~~vote.

21If our Initial Shareholders purchase any additional Class A Shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our Initial Shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Form 10-K. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A Shares. In addition, our board of directors, whose members were appointed by our Sponsor, is and will be divided into three classes, each of which will generally serve for a term for three years with only one class of directors being appointed in each year. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of 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.

~~Table of Contents~~26

InBecause we ~~order~~must tofurnish ~~effectuate~~our anshareholders ~~initial~~with target business ~~combination,~~financial ~~special purpose acquisition companies have~~statements, ~~in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that~~ we ~~will~~may ~~not~~lose ~~seek~~the toability ~~amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us~~ to complete ~~our~~an otherwise advantageous initial business combination ~~that~~with ~~our~~some ~~shareholders~~prospective ~~may~~target ~~not support~~businesses.

InThe federal ~~order~~proxy torules ~~effectuate~~require athat ~~business combination, special purpose acquisition companies have, in~~ the ~~recent~~proxy ~~past,~~statement ~~amended~~with ~~various~~respect ~~provisions~~to ~~of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended~~ the ~~definition~~vote ofon ~~business combination, increased redemption thresholds and extended the time to consummate~~ an initial business combination ~~and,~~include ~~with~~historical ~~respect~~and pro toforma ~~their~~financial ~~Warrants,~~statement ~~amended their warrant agreements to require the Warrants to be exchanged for cash and/or other securities~~disclosure. ~~Amending~~We ~~our amended and restated memorandum and articles of association~~ will ~~require~~include ~~a special resolution under Cayman Islands law, which requires~~ the ~~affirmative~~same ~~vote~~financial ofstatement atdisclosure ~~least two-thirds of our ordinary shares which are represented~~ in ~~person~~connection orwith ~~by proxy and are voted at a general meeting of the Company, and amending~~ our ~~warrant~~tender ~~agreement will require a vote of holders of at least 50% of the Public Warrants and~~offer documents, ~~solely~~whether ~~with respect to any amendment to the terms of the Private Placement Warrants~~ or ~~any~~not ~~provision~~they ofare ~~the~~required ~~warrant~~under ~~agreement with respect to~~ the ~~Private~~tender ~~Placement~~offer ~~Warrants, 50% of the number of the then outstanding Private Placement Warrants~~rules. InThese ~~addition,~~financial ~~our~~statements ~~amended~~may ~~and~~be ~~restated~~required ~~memorandum and articles of association require us~~ to ~~provide~~be ~~our~~prepared ~~Public~~in accordance ~~Shareholders~~ with the opportunity to redeem their Public Shares for cash if we propose an amendment to our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete an initial business combination by May 16, ~~2023~~ or ~~with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would~~ be ~~deemed~~reconciled to ~~fundamentally change the nature of the securities offered through the registration statement relating to the IPO~~, we would register, or seek an exemption from registration for, the affected 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.

~~The~~US GAAP, ~~provisions~~or ofinternational ~~our~~financial ~~amended~~reporting ~~and~~standards ~~restated~~as ~~memorandum~~issued ~~and~~by ~~articles~~the ofIFRS, ~~association~~depending ~~that~~on ~~relate~~the tocircumstances ~~our pre-business combination activity (~~and ~~corresponding provisions of~~ the ~~agreement~~historical ~~governing~~financial statements ~~the~~may ~~release~~be ofrequired ~~funds~~to ~~from~~be ~~our~~audited ~~Trust~~in ~~Account)~~accordance ~~may be amended~~ with the ~~approval~~standards of ~~holders~~the ofPCAOB. ~~not~~These ~~less~~financial ~~than~~statement ~~two-thirds~~requirements ofmay ~~our~~limit the ~~ordinary~~pool ~~shares which are represented in person or by proxy and are voted at a general meeting~~ of ~~the~~potential ~~Company,~~target ~~which~~businesses iswe amay ~~lower~~acquire ~~amendment~~because ~~threshold than that of~~ some ~~other~~targets ~~special~~may ~~purpose~~be ~~acquisition~~unable ~~companies.~~to Itprovide ~~may~~such befinancial ~~easier~~statements in time for us, ~~therefore,~~ to ~~amend~~disclose ~~our~~such ~~amended~~statements ~~and~~in ~~restated~~accordance ~~memorandum~~with ~~and~~federal ~~articles~~proxy ofrules ~~association~~and tocomplete ~~facilitate~~our ~~the completion of an~~ initial business combination ~~that~~within ~~some~~the ofprescribed time ~~our shareholders may not support~~frame.

~~Our~~Compliance obligations ~~amended~~under ~~and~~the ~~restated memorandum and articles of association provide that any of its provisions related to pre~~Sarbanes-~~business~~Oxley ~~combination~~Act ~~activity~~may ~~(including~~make ~~the~~it ~~requirement~~more todifficult ~~deposit~~for ~~proceeds~~us ~~of the IPO and the sale of the Private Placement Units into the Trust Account and not release such amounts except in specified circumstances, and~~ to ~~provide~~effectuate ~~redemption rights to Public Shareholders as described herein) and corresponding provisions of the trust agreement governing the release of funds from~~ our ~~Trust~~initial ~~Account~~business ~~may be amended if approved by special resolution~~combination, ~~under~~require ~~Cayman~~substantial financial ~~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~~management ~~voted at a general meeting of the Company. Our Initial Shareholders~~resources, ~~who collectively beneficially own 25% of our ordinary shares, will participate in any vote to amend our amended~~ and ~~restated~~increase ~~memorandum and articles of association and/or trust agreement and will have~~ the ~~discretion~~time ~~to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended~~ and ~~restated~~costs ~~memorandum and articles~~ of ~~association~~completing ~~which~~an ~~govern~~initial ~~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 amended and restated memorandum and articles of association.~~

~~Our~~Section 404 ~~Sponsor,~~of ~~officers,~~the ~~directors~~Sarbanes-Oxley ~~and~~Act ~~director~~requires ~~nominees~~that ~~have~~we ~~agreed,~~evaluate ~~pursuant~~and toreport aon ~~written~~our ~~agreement~~system ~~with~~of ~~us,~~internal ~~that~~controls. ~~they~~Only ~~will~~in ~~not~~the ~~propose~~event ~~any~~we ~~amendment~~are deemed to ~~our~~be ~~amended~~a ~~and~~large-accelerated ~~restated~~filer ~~memorandum~~or ~~and~~an ~~articles~~accelerated offiler, ~~association~~and ~~(A) to~~no ~~modify~~longer ~~the~~qualify ~~substance~~as oran ~~timing~~emerging ofgrowth ~~our~~company, ~~obligation~~will towe ~~allow~~be ~~redemption~~required into comply ~~connection~~ with ~~our~~the ~~initial~~independent ~~business~~registered ~~combination~~public oraccounting tofirm ~~redeem~~attestation ~~100%~~requirement ofon our ~~Public~~internal ~~Shares~~control ifover wefinancial doreporting. Further, ~~not~~for ~~complete~~as ~~our~~long ~~initial~~as ~~business~~we ~~combination~~remain byan ~~May 16,~~emerging ~~2023~~growth orcompany, ~~(B) with~~we ~~respect~~will tonot ~~any~~be ~~other~~required ~~material provisions relating~~ to ~~shareholders’~~comply ~~rights~~with orthe ~~pre-initial~~independent ~~business~~registered ~~combination~~public accounting ~~activity,~~firm ~~unless~~attestation werequirement ~~provide~~on our ~~Public~~internal ~~Shareholders~~control ~~with~~over ~~the~~financial ~~opportunity~~reporting. toThe ~~redeem~~fact ~~their~~that ~~Public~~we ~~Shares~~are ~~upon approval of any such amendment at~~ a ~~per-share~~blank ~~price,~~check ~~payable~~company makes incompliance ~~cash,~~with ~~equal to~~ the ~~aggregate~~requirements ~~amount~~of ~~then on deposit in~~ the ~~Trust~~Sarbanes-Oxley ~~Account,~~Act ~~including~~particularly ~~interest~~burdensome ~~earned~~ on ~~the~~us ~~funds~~as ~~held~~compared into ~~the~~other ~~Trust~~public ~~Account~~companies because ~~and~~a ~~not~~target ~~previously~~business ~~released~~with towhich uswe seek to ~~pay~~complete our ~~taxes,~~initial ~~divided~~business bycombination ~~the~~may ~~number of then outstanding Public Shares. Our shareholders are~~ not ~~parties~~be ~~to,~~in orcompliance ~~third-party~~with ~~beneficiaries~~the provisions of, ~~these agreements and, as a result, will not have~~ the ~~ability~~Sarbanes-Oxley toAct ~~pursue~~regarding ~~remedies~~adequacy ~~against~~of ~~our~~its ~~Sponsor,~~internal ~~officers,~~controls. ~~directors~~The ordevelopment ~~director~~of ~~nominees~~the ~~for~~internal ~~any~~control ~~breach~~ of ~~these~~any ~~agreements.~~such Asentity ato achieve ~~result,~~compliance inwith the ~~event~~Sarbanes-Oxley ofAct amay ~~breach,~~increase ~~our~~the ~~shareholders~~time ~~would~~and ~~need~~costs necessary to ~~pursue~~complete aany ~~shareholder~~such ~~derivative~~business ~~action, subject to applicable law~~combination.

22Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.

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

~~Certain~~In addition, ~~agreements~~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 ~~IPO~~complexity of tax obligations and filings in other jurisdictions, we may behave ~~amended~~a ~~without~~heightened ~~shareholder~~risk ~~approval~~related to audits or examinations by U.S. federal, state, local and non-

Each of the agreements related to the IPO to which we are a party, other than the warrant agreement entered into between Continental Stock Transfer & Trust Company, as warrant agent, and us, and the investment management trust agreement, may be amended without shareholder approvalU. Such agreements are: the underwriting agreement; the letter agreement among us and our Initial Shareholders, Sponsor, officers and directors; the registration rights agreement among us and our Initial Shareholders; the purchase agreement regarding the Private Placement Units between us and our Sponsor; and the administrative services agreement among us, our Sponsor and an affiliate of our SponsorS. taxing ~~These agreements contain various provisions that our Public Shareholders might deem to be material~~authorities. ~~For~~This ~~example,~~additional ~~our~~complexity ~~letter agreement~~ and ~~the~~risk ~~underwriting~~could agreement contain certain lock-up provisions with respect to the Founder Shares, Private Placement Warrants and other securities held by our Initial Shareholders, Sponsor, officers and directors. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders, may result in the completion of our initial business combination that may not otherwise have ~~been possible, and may have~~ an adverse effect on ~~the value of an investment in~~ our ~~securities. For example, amendments to the lock~~after-uptax ~~provision~~profitability ~~discussed~~and ~~above~~financial ~~may result in our Initial Shareholders selling their securities earlier than they would otherwise be permitted,which may have an adverse effect on the price of our securities~~condition.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. 27

WeRisks ~~have~~Relating ~~not selected any specific business combination target but intend~~ to ~~target businesses with enterprise values that are greater than we could acquire with~~ the net proceeds of the IPO and the sale of the Private Placement Units. As a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemption by Public Shareholders, we may be 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 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 be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the postPost-~~transaction~~Business 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. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless. In addition, even if we do not need additional financing to complete our 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 are required to provide any financing to us in connection with or after our initial business combination. Combination Company

~~Our~~Subsequent ~~Initial~~to ~~Shareholders~~the ~~control~~completion aof ~~substantial~~our ~~interest~~initial business incombination, usthe ~~and~~combined ~~thus~~company may ~~exert~~be arequired ~~substantial~~to ~~influence~~take onwrite-downs ~~actions~~or ~~requiring~~write-offs, restructuring and impairment or other charges that could have a ~~shareholder~~significant ~~vote~~negative effect on our financial condition, ~~potentially~~results inof aoperations ~~manner~~and ~~that~~the price of our securities, which could cause you doto ~~not~~lose ~~support.~~some or all of your investment.

~~Our~~We ~~Initial~~cannot ~~Shareholders~~assure ~~own~~you ~~25%~~that ofthe ~~our~~diligence ~~issued~~we ~~and~~conduct ~~outstanding~~on a ~~ordinary~~target ~~shares.~~business ~~Accordingly,~~will ~~they~~identify ~~may~~all ~~exert~~material aissues ~~substantial~~that ~~influence~~may onbe ~~actions~~present ~~requiring~~with a ~~shareholder~~particular ~~vote~~target business, ~~potentially~~that init would be possible to uncover all material issues through a ~~manner~~customary amount of due diligence, or that ~~you~~factors dooutside of the target business and outside of our control will not ~~support~~later arise. As a result of these factors, ~~including~~the ~~amendments~~combined company may be forced to later write-down or write-off assets, restructure our ~~amended~~operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and ~~restated~~previously ~~memorandum~~known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and ~~articles~~not have an immediate impact on the combined company’s liquidity, the fact that such company reports report charges of ~~association~~this nature could contribute to negative market perceptions about it or its securities. In addition, ~~prior~~charges toof this nature may cause the ~~closing~~combined company to violate net worth or other covenants to which it may be subject as a result of ~~our~~assuming ~~initial~~pre-existing debt held by a target business ~~combination,~~or ~~only~~by ~~holders~~virtue of our ~~Founder~~obtaining ~~Shares~~debt ~~will~~financing ~~have~~to partially finance the ~~right~~initial tobusiness ~~vote~~combination or thereafter. Accordingly, any shareholders or warrant holders who choose to ~~continue~~remain shareholders or warrant holders following the ~~Company~~business incombination could suffer a ~~jurisdiction~~reduction ~~outside~~in the ~~Cayman~~value ~~Islands~~of their securities. ~~This~~Such ~~provision~~shareholders ofor warrant ~~our~~holders ~~amended~~are ~~and~~unlikely ~~restated~~to ~~memorandum~~have ~~and~~a ~~articles~~remedy offor ~~association~~such ~~may~~reduction ~~only~~in bevalue ~~amended~~unless bythey aare ~~special~~able ~~resolution~~to ~~passed~~successfully byclaim ~~not~~that ~~less~~the ~~than~~reduction was ~~90%~~due ofto the breach by our ~~ordinary~~officers ~~shares~~or ~~which~~directors ~~are~~of ~~represented~~a induty ~~person~~of care or byother ~~proxy~~fiduciary ~~and~~duty ~~are~~owed ~~voted~~to atthem, ~~our~~or ~~general~~if ~~meeting.~~they Asare able to successfully bring a ~~result,~~private ~~you~~claim ~~may~~under ~~not~~securities ~~have~~laws ~~any~~that ~~influence~~the ~~over~~proxy ~~our~~materials ~~continuation~~or intender aoffer ~~jurisdiction~~documents, ~~outside~~as applicable, relating to the ~~Cayman~~business combination ~~Islands~~contained ~~prior~~an toactionable ~~our~~material ~~initial~~misstatement ~~business~~or ~~combination.~~material omission.

IfResources ~~our~~could ~~Initial~~be ~~Shareholders~~wasted ~~purchase any additional Class A ordinary shares~~ in ~~the~~researching business ~~aftermarket~~combinations orthat inare ~~privately~~not ~~negotiated transactions~~completed, ~~this~~which ~~would~~could ~~increase~~materially ~~their~~adversely ~~control.~~affect ~~Neither~~subsequent ~~our~~attempts ~~Initial Shareholders nor,~~ to ~~our~~locate ~~knowledge,~~and ~~any~~acquire ~~of our officers~~ 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 current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were appointed by our Sponsor, is and will be divided into three classes, each of which will generally serve for a term for three years merge with ~~only~~another ~~one class of directors being appointed in each year~~business. WeIf ~~may~~we ~~not~~are ~~hold~~unable ~~an annual or extraordinary general meeting~~ to ~~appoint~~complete ~~new directors prior to the completion of~~ our initial business combination, inour ~~which~~Public ~~case~~Shareholders ~~all~~may ofonly ~~the~~receive ~~current~~their ~~directors~~pro rata ~~will~~portion ~~continue in office until at least the completion~~ of the ~~business~~funds ~~combination.~~in ~~If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of~~ the ~~board~~Trust ofAccount ~~directors~~that ~~will~~are beavailable ~~considered~~ for ~~appointment~~distribution ~~and~~to ~~our~~Public ~~Initial~~ Shareholders, ~~because~~and ~~of their ownership position, will have considerable influence regarding the outcome. Accordingly,~~ our ~~Initial~~Warrants ~~Shareholders~~ will ~~continue to exert control at least until the completion of our initial business combination~~expire worthless.

23The investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will expire worthless.

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

~~Because~~Our weability ~~must~~to ~~furnish~~successfully effect our ~~shareholders~~initial ~~with~~business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, ~~financial statements~~however, wecannot presently be ascertained. Although some of our key personnel may ~~lose~~remain with the ~~ability~~target tobusiness ~~complete~~in ansenior ~~otherwise~~management ~~advantageous~~or advisory positions following our initial business combination, ~~with~~it is likely that some ~~prospective~~or all of the management of the target ~~businesses~~business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, US GAAP, or international financial reporting standards as issued by the IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. 28

~~Compliance~~Our ~~obligations~~key ~~under~~personnel ~~the~~may ~~Sarbanes-Oxley~~negotiate ~~Act~~employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may ~~make~~be itconditioned ~~more~~on ~~difficult~~the retention or resignation of such key personnel. These agreements may provide for usthem to ~~effectuate~~receive compensation following our initial business combination, ~~require substantial financial~~ and ~~management~~as ~~resources~~a result, ~~and~~may ~~increase~~cause ~~the~~them ~~time~~to ~~and~~have ~~costs~~conflicts of ~~completing~~interest anin ~~initial~~determining whether a particular business combination. is the most advantageous.

~~Section 404~~Our ofkey ~~the~~personnel ~~Sarbanes-Oxley~~may ~~Act~~be ~~requires~~able ~~that~~to weremain ~~evaluate and report on our system of internal controls beginning~~ with our ~~Annual~~Company after ~~Report on Form 10-K for~~ the ~~year~~completion ~~ending~~of ~~December 31,~~our ~~2022.~~initial ~~Only~~business incombination ~~the~~only ~~event~~if wethey are ~~deemed~~able to benegotiate aemployment ~~large accelerated filer~~ or anconsulting ~~accelerated~~agreements ~~filer,~~in ~~and~~connection with nothe ~~longer~~business ~~qualify~~combination. asSuch annegotiations ~~emerging~~would ~~growth~~take ~~company,~~place ~~will~~simultaneously ~~we be required to comply~~ with the ~~independent~~negotiation ~~registered~~of ~~public~~the ~~accounting~~business ~~firm~~combination ~~attestation~~and could ~~requirement~~provide ~~on our internal control over financial reporting. Further,~~ for assuch ~~long~~individuals ~~as we remain an emerging growth company, we will not be required~~ to ~~comply~~receive ~~with~~compensation in the ~~independent~~form ~~registered~~of ~~public~~cash ~~accounting~~payments ~~firm~~and/or ~~attestation requirement on~~ our ~~internal~~securities ~~control~~for ~~over~~services ~~financial~~they ~~reporting.~~would render ~~The~~to ~~fact~~us ~~that~~after ~~we are a blank check company makes compliance with~~ the ~~requirements~~completion of the ~~Sarbanes-Oxley~~business ~~Act~~combination. ~~particularly~~Such ~~burdensome~~negotiations onalso uscould asmake ~~compared~~such tokey ~~other~~personnel’s ~~public~~retention or ~~companies~~resignation ~~because~~ a ~~target~~condition ~~business with which we seek~~ to ~~complete~~any ~~our~~such ~~initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls~~agreement. The ~~development~~personal ofand ~~the~~financial ~~internal~~interests ~~control~~ of ~~any~~ such ~~entity~~individuals tomay ~~achieve~~influence ~~compliance~~their ~~with~~motivation in ~~the~~identifying ~~Sarbanes-Oxley~~and ~~Act~~selecting ~~may~~a ~~increase~~target ~~the~~business, ~~time~~subject ~~and~~to ~~costs~~their ~~necessary~~fiduciary toduties ~~complete~~under ~~any~~Cayman ~~such~~Islands ~~business combination~~law.

~~Our~~We ~~initial~~may ~~business~~have ~~combination~~a ~~and~~limited ~~our~~ability ~~structure~~to ~~thereafter~~assess ~~may~~the management ~~not~~of bea ~~tax-efficient~~prospective totarget ~~our~~business ~~shareholders~~ and, ~~warrant~~as ~~holders. As~~ a result, ofmay affect our initial business combination, ~~our~~with ~~tax~~a ~~obligations~~target business whose management may benot ~~more~~have ~~complex~~the skills, ~~burdensome~~qualifications ~~and~~or ~~uncertain.~~abilities to manage a public company.

~~Although~~When weevaluating ~~will~~the ~~attempt~~desirability toof ~~structure~~effecting our initial business combination inwith a ~~tax-efficient~~prospective ~~manner~~target business, ~~tax~~our ~~structuring~~ability ~~considerations~~to ~~are~~assess ~~complex,~~ the ~~relevant~~target ~~facts~~business’s ~~and~~management ~~law~~may ~~are~~be ~~uncertain~~limited ~~and~~due to ~~may~~a ~~change~~lack of time, ~~and~~resources weor ~~may~~information. ~~prioritize~~Our ~~commercial~~assessment ~~and~~of ~~other~~the ~~considerations~~capabilities ~~over~~of ~~tax~~the ~~considerations.~~target ~~For~~business’s ~~example~~management, intherefore, may ~~connection~~prove ~~with~~to ~~our~~be ~~initial~~incorrect ~~business combination~~ and ~~subject~~such tomanagement ~~any~~may ~~requisite~~lack ~~shareholder~~the ~~approval~~skills, wequalifications ~~may~~or ~~structure~~abilities ~~our~~we ~~business~~suspected. ~~combination~~Should inthe atarget ~~manner~~business’s management ~~that~~not ~~requires~~possess ~~shareholders~~the ~~and/~~skills, qualifications or ~~warrant~~abilities ~~holders~~necessary to ~~recognize~~manage ~~gain~~a orpublic ~~income~~company, ~~for~~the ~~tax~~operations ~~purposes,~~and ~~effect~~profitability of athe ~~business~~ post-combination ~~with~~business amay ~~target~~be ~~company~~negatively inimpacted. ~~another jurisdiction~~Accordingly, orany ~~reincorporate~~shareholders inor awarrant ~~different~~holders ~~jurisdiction~~who ~~(including,~~choose ~~but not limited~~ to, ~~the~~remain ~~jurisdiction~~shareholders or inwarrant ~~which~~holders following the ~~target~~initial ~~company~~business orcombination, ~~business~~including isthe ~~located).~~Business WeCombination, docould ~~not~~suffer ~~intend~~a toreduction ~~make~~in ~~any~~the ~~cash~~value of ~~distributions~~their tosecurities. Such shareholders or warrant holders are unlikely to ~~pay~~have ~~taxes~~a inremedy ~~connection~~for ~~with~~such ~~our~~reduction ~~business~~in ~~combination~~value orunless ~~thereafter.~~they ~~Accordingly,~~are aable to ~~shareholder~~successfully orclaim athat ~~warrant~~the ~~holder~~reduction ~~may~~was ~~need~~due to ~~satisfy~~the ~~any~~breach ~~liability~~by ~~resulting from~~ our ~~initial~~officers ~~business~~or ~~combination~~directors ~~with~~of ~~cash~~a ~~from~~duty ~~its~~of ~~own~~care ~~funds~~ or byother ~~selling~~fiduciary ~~all~~duty owed orto athem, ~~portion~~or ofif ~~the~~they ~~shares~~are orable ~~Warrants~~to ~~received.~~successfully Inbring ~~addition,~~a ~~shareholders~~private ~~and~~claim ~~warrant~~under ~~holders~~securities ~~may~~laws ~~also~~that bethe ~~subject~~proxy tosolicitation ~~additional~~or ~~income~~tender offer materials, ~~withholding~~as orapplicable, ~~other~~relating ~~taxes~~to ~~with~~the ~~respect~~business tocombination ~~their~~contained ~~ownership~~an ofactionable usmaterial ~~after~~misstatement ~~our~~or ~~initial~~material ~~business combination~~omission.

InThe ~~addition,~~officers weand ~~may~~directors ~~effect~~of aan ~~business~~acquisition ~~combination~~candidate may ~~with~~resign aupon ~~target~~completion ~~company that has business operations outside~~ of ~~the~~our ~~United~~initial ~~States, and possibly,~~ business ~~operations in multiple jurisdictions~~combination. IfThe weloss ~~effect~~of ~~such~~ a business combination, wetarget’s ~~could~~key bepersonnel ~~subject~~could negatively toimpact ~~significant~~the ~~income, withholding and other tax obligations in a number of jurisdictions with respect to income,~~ operations and ~~subsidiaries~~profitability ~~related to those jurisdictions. Due to the complexity~~ of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect on our ~~after~~post-~~tax~~combination ~~profitability and financial condition~~business.

24The role of 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.

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

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

Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment. 29

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

~~Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.~~ If we ~~are~~effect ~~unable to complete~~ our initial business combination, with ~~our~~a ~~Public~~company ~~Shareholders~~located ~~may~~outside ~~only receive their pro rata portion~~ of the ~~funds~~United inStates, ~~the~~we ~~Trust~~would ~~Account~~be ~~that~~subject ~~are~~to ~~available~~a ~~for~~variety ~~distribution~~of toadditional ~~Public~~risks ~~Shareholders,~~that ~~and~~may ~~our~~adversely ~~Warrants~~affect ~~will expire worthless~~us.

WeIf ~~anticipate~~we ~~that~~pursue ~~the~~a ~~investigation of each specific~~ target ~~business~~company ~~and~~with ~~the~~operations ~~negotiation,~~or ~~drafting~~opportunities outside ~~and execution~~ of ~~relevant~~the ~~agreements,~~United ~~disclosure~~States ~~documents and other instruments will require substantial management time and attention and substantial costs~~ for ~~accountants,~~our ~~attorneys and others. If we decide not to complete a specific~~ initial business combination, ~~the~~such ~~costs~~as ~~incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore~~Nuvo, if we ~~reach~~may anface ~~agreement~~additional ~~relating~~burdens toin aconnection ~~specific~~with ~~target business~~investigating, agreeing ~~we may fail~~ to ~~complete~~and ~~our~~completing such initial business combination, for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and ~~acquire~~if ~~or merge with another business. If~~ we ~~are~~effect ~~unable~~such ~~to complete our~~ initial business combination, ~~our~~we ~~Public~~would ~~Shareholders~~be ~~may~~subject to ~~only~~a ~~receive~~variety ~~their pro rata portion~~ of ~~the~~additional ~~funds~~risks ~~in the Trust Account~~ that ~~are~~may ~~available~~negatively ~~for~~impact ~~distribution to Public Shareholders, and~~ our ~~Warrants will expire worthless~~operations.

~~Our~~If ~~ability~~we topursue ~~successfully~~a ~~effect~~target a company with operations or opportunities outside of the United States for our initial business combination, ~~and~~such toas beNuvo, ~~successful~~we ~~thereafter~~would ~~will~~ be ~~dependent~~subject to ~~upon~~risks ~~the~~associated ~~efforts~~with ofcross-border ~~our~~business ~~key personnel~~combinations, ~~some~~including ofin ~~whom~~connection ~~may~~with ~~join~~investigating, usagreeing ~~following~~to ~~our~~and completing our initial business combination., ~~The~~conducting ~~loss~~due ofdiligence ~~key~~in ~~personnel~~a ~~could~~foreign ~~negatively~~jurisdiction, ~~impact~~having ~~the~~such ~~operations~~transaction approved by any local governments, regulators or agencies and ~~profitability~~changes ofin ~~our~~the ~~post-combination~~purchase ~~business.~~price based on fluctuations in foreign exchange rates.

~~Our~~If ~~ability~~we ~~to successfully~~ effect our initial business combination iswith ~~dependent~~such ~~upon~~a ~~the~~company, ~~efforts~~including ~~of our key personnel. The role of our key personnel in the target business~~Nuvo, ~~however,~~we ~~cannot~~would ~~presently~~ be ~~ascertained.~~subject ~~Although~~to ~~some~~any ofspecial ~~our~~considerations ~~key~~or ~~personnel~~risks ~~may~~associated ~~remain~~ with ~~the~~companies operating ~~target business~~ in ~~senior~~an ~~management~~international ~~or advisory positions following our initial business combination~~setting, itincluding ~~is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize~~ any ~~individuals we engage after our initial business combination, we cannot assure you that our assessment~~ of ~~these individuals will prove to be correct. These individuals may be unfamiliar with~~ the ~~requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.~~ following:

25● costs and difficulties inherent in managing cross-border business operations;

~~Table~~● ofrules ~~Contents~~and regulations regarding currency redemption;

~~Our~~● ~~key~~complex ~~personnel~~corporate ~~may~~withholding ~~negotiate~~taxes ~~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. individuals;

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

We● ~~may~~exchange ~~have~~listing ~~a limited ability to assess the management of a prospective target business~~ and~~, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications~~ /or ~~abilities~~delisting ~~to manage a public company.~~ requirements;

~~When~~● ~~evaluating~~tariffs the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and ~~such~~trade 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 or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. barriers;

~~The~~● ~~officers~~regulations ~~and~~related ~~directors~~to ofcustoms ~~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~~import/export ~~of our post-combination business.~~ matters;

~~The~~● ~~role~~local ofor anregional ~~acquisition~~economic ~~candidate’s~~policies ~~key~~and ~~personnel~~market 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. conditions;

~~Our~~● ~~management~~unexpected ~~may~~changes ~~not~~in beregulatory 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. requirements;

We● ~~may~~challenges ~~structure our initial business combination so that the post-transaction company~~ in ~~which~~managing our 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 usstaffing ininternational the business combination. For example, we could pursue a transaction in which we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the Company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business. operations;

26● longer payment cycles;

~~Table~~● oftax ~~Contents~~issues, such as tax law changes and variations in tax laws as compared to the United States;

~~Risks~~● ~~Relating~~currency tofluctuations ~~Acquiring~~ and ~~Operating~~exchange ~~a Business in Foreign Countries~~ controls;

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

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

If● wecultural 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~~language 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. differences;

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

~~• costs and difficulties inherent in managing cross-border business operations;~~30

•● ~~rules~~underdeveloped ~~and~~or ~~regulations~~unpredictable ~~regarding~~legal ~~currency~~or ~~redemption~~regulatory systems;

•● ~~complex corporate withholding taxes on individuals~~corruption;

•● ~~laws~~protection ~~governing~~of ~~the~~intellectual ~~manner in which future business combinations may be effected~~property;

•● ~~exchange~~social ~~listing~~unrest, crime, strikes, riots and~~/or~~ ~~delisting~~civil ~~requirements~~disturbances;

•● ~~tariffs~~regime changes and ~~trade~~political ~~barriers~~upheaval;

•● ~~regulations~~terrorist ~~related~~attacks, tonatural ~~customs~~disasters, ~~and~~widespread ~~import/export~~health ~~matters~~emergencies and wars; and

•● ~~local~~deterioration orof ~~regional~~political ~~economic~~relations ~~policies~~with ~~and~~the ~~market~~United ~~conditions;~~States.

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

•If ~~challenges~~we ineffect ~~managing~~our ~~and~~initial ~~staffing~~business ~~international~~combination with ~~operations;~~a company located outside of the United States, such as Nuvo, we would be subject to a variety of additional risks that may adversely affect us.

•Following ~~longer~~our ~~payment~~initial ~~cycles;~~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 may remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

•After ~~tax~~our ~~issues~~initial business combination, ~~such~~substantially all asof ~~tax~~our ~~law~~assets ~~changes~~may be located in a foreign country and ~~variations~~substantially all of our revenue will be derived from our operations in ~~tax~~such country. ~~laws~~Accordingly, asour ~~compared~~results of operations and prospects will be subject, to a significant extent, to the ~~United~~economic, ~~States;~~political and legal policies, developments and conditions in the country in which we operate.

•The ~~currency~~economic, ~~fluctuations~~political and ~~exchange~~social ~~controls;~~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.

•Exchange ~~rates~~rate offluctuations ~~inflation;~~and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

•In ~~challenges~~the event we acquire a non-U.S. target, all revenues and income may be received in ~~collecting~~a ~~accounts~~foreign ~~receivable;~~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.

•We ~~cultural~~may reincorporate in another jurisdiction in connection with our initial business combination, and ~~language~~the ~~differences;~~laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

•In ~~employment~~connection ~~regulations;~~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, Holdco is expected to be domiciled in the State of Israel. If we do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

~~• underdeveloped or unpredictable legal or regulatory systems;~~31

•Risks ~~corruption;~~Relating to Our Management Team

•We ~~protection~~may ofnot ~~intellectual~~be ~~property;~~able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

•Our ~~social~~initial ~~unrest~~business combination, ~~crime~~including the Business Combination, ~~strikes~~may be subject to regulatory review and approval requirements by governmental entities, ~~riots~~and ultimately prohibited. For example, CFIUS has authority to review certain direct or indirect foreign investments in U.S. businesses. Among other things, CFIUS is empowered to require mandatory filings for certain investments, to charge filing fees related to such filings, and ~~civil~~to ~~disturbances;~~self-initiate national security reviews of foreign direct and indirect investments in U.S. businesses if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment presents national security risks, CFIUS has the power to require mitigation measures on the investment or can recommend that the President prohibit the transaction or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

•LAMF ~~regime~~is ~~changes~~a Cayman Islands-organized entity. Our Chief Executive Officer, Simon Horsman, is a British citizen and ~~political~~one ~~upheaval;~~of the three managing members of the managing member of the Sponsor. Mr. Horsman does not have the ability to independently control the Sponsor because such three managing members must act by majority consent.

•By ~~terrorist~~virtue ~~attacks~~of being organized in the Cayman Islands and for so long as the Sponsor retains a material ownership interest in us, ~~natural~~we ~~disasters~~may be deemed a “foreign person” under the CFIUS regulations. As such, ~~widespread~~our ~~health~~initial ~~emergencies~~business ~~and~~combination, ~~wars;~~including the Business Combination, may be subject to CFIUS review. If a proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, the parties may determine that they are required to make a mandatory filing or that they will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without notifying CFIUS and risk CFIUS intervention, before or after closing the transaction. In connection with a review, CFIUS may decide to delay the initial business combination, including the Business Combination, require conditions to mitigate national security concerns with respect to an initial business combination, including the Business Combination or recommend that the President of the United States block an initial business combination, including the Business Combination or order divestment if the parties proceeded without first obtaining CFIUS approval. Accordingly, the potential impact of CFIUS review may prevent us from consummating an initial business combination, including the Business Combination.

•The ~~deterioration~~process of ~~political~~government ~~relations~~review, ~~with~~whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete an initial business combination, including the ~~United~~Business Combination, ~~States~~our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate an initial business combination, including the Business Combination, within the applicable time period required, including as a result of extended regulatory review, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the potential appreciation in value of such investment. Additionally, our warrants will become worthless.

27We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

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

WePast ~~may~~performance ~~not~~by beour ~~able~~management toteam ~~adequately~~and their ~~address~~affiliates ~~these additional risks. If we were unable to do so, we~~ may not be ~~unable~~indicative toof ~~complete~~future ~~such~~performance ~~initial business combination, or, if we complete such initial business combination, our operations might suffer, either~~ of ~~which~~an ~~may~~investment ~~adversely~~in ~~impact our business, financial condition and results of operations~~us.

IfInformation weregarding ~~effect~~performance by, or businesses associated with, our ~~initial~~management ~~business~~team ~~combination~~or businesses associated with them is presented for informational purposes only. Past performance by our management team is not a ~~company~~guarantee ~~located~~either ~~outside~~(i) of ~~the~~success ~~United~~with ~~States,~~respect to any business combination we ~~would~~may consummate or (ii) that we will be ~~subject~~able to locate a ~~variety~~suitable candidate for our initial business combination. You should not rely on the historical record of ~~additional~~the performance ~~risks~~of ~~that~~our ~~may~~management ~~adversely~~team ~~affect~~or businesses associated with them as indicative of our future performance of an investment in us. or the returns we will, or is likely to, generate going forward.

Following 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 may remain in place. Management of the target business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations. 32

~~After~~We ~~our~~may ~~initial~~seek business combination, ~~substantially~~opportunities in ~~all~~industries ofor ~~our~~sectors ~~assets~~that may be ~~located~~outside ~~in a foreign country and substantially all~~ of our ~~revenue~~management’s ~~will~~areas ~~be derived from our operations in such country. Accordingly, our results~~ of ~~operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate~~expertise.

~~The~~We ~~economic,~~will ~~political~~consider ~~and~~a ~~social~~business ~~conditions,~~combination asoutside ~~well~~of asour management’s ~~government~~areas ~~policies,~~ of ~~the~~expertise ~~country~~if ina ~~which~~business ~~our~~combination ~~operations~~candidate ~~are~~is ~~located~~presented ~~could~~to ~~affect~~us ~~our~~and we determine that such candidate offers an attractive business combination opportunity for our Company. ~~Economic~~Although ~~growth~~our ~~could~~management bewill ~~uneven~~endeavor to evaluate the risks inherent in any particular business combination candidate, ~~both~~we ~~geographically~~cannot ~~and~~assure ~~among~~you ~~various~~that ~~sectors~~we will adequately ascertain or assess all of the ~~economy~~significant risk ~~and~~factors. ~~such~~We ~~growth~~also ~~may~~cannot assure you that an investment in our Units will not ultimately prove to be ~~sustained~~less infavorable to investors in the ~~future.~~IPO Ifthan ina ~~the~~direct ~~future~~investment, ~~such~~if ~~country’s~~an ~~economy~~opportunity ~~experiences~~were available, in a ~~downturn~~business orcombination ~~grows~~candidate. atIn the event we elect to pursue a ~~slower~~business ~~rate~~combination ~~than~~outside ~~expected~~of the areas of our management’s expertise, ~~there~~our management’s expertise may not be ~~less~~directly applicable ~~demand~~to ~~for~~its ~~spending~~evaluation inor ~~certain~~operation, ~~industries.~~and Athe ~~decrease~~information contained in ~~demand~~the ~~for~~registration ~~spending~~statement inrelating ~~certain~~to ~~industries~~the ~~could~~IPO ~~materially~~regarding ~~and~~the areas ~~adversely~~of ~~affect~~ our ~~ability~~management’s toexpertise ~~find~~would not be relevant to an ~~attractive~~understanding ~~target~~of the business ~~with~~that ~~which~~we elect to ~~consummate~~acquire. As a result, our ~~initial~~management ~~business~~may ~~combination~~not ~~and~~be ifable weto ~~effect~~ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination, could suffer a reduction in the ~~ability~~value of ~~that~~their ~~target~~shares. ~~business~~Such shareholders are unlikely to ~~become~~have ~~profitable.~~a remedy for such reduction in value.

~~Exchange~~We ~~rate~~are ~~fluctuations~~dependent ~~and~~upon ~~currency~~our ~~policies~~executive ~~may~~officers ~~cause~~and directors aand ~~target~~their ~~business’~~loss ~~ability~~could toadversely ~~succeed~~affect inour ~~the~~ability ~~international markets~~ to ~~be diminished~~operate.

InOur ~~the~~operations ~~event~~are wedependent ~~acquire~~upon a ~~non-U.S.~~relatively ~~target,~~small ~~all~~group of ~~revenues~~individuals and, ~~income~~in ~~would~~particular, ~~likely~~our beexecutive ~~received~~officers inand adirectors ~~foreign currency,~~ and the ~~dollar~~members ~~equivalent~~ of our ~~net~~advisory ~~assets~~board. ~~and~~We ~~distributions,~~believe ifthat ~~any,~~our ~~could~~success depends beon ~~adversely affected by reductions in~~ the ~~value~~continued service of ~~the~~our ~~local~~officers, ~~currency.~~directors ~~The~~and ~~value~~members of ~~the~~our ~~currencies~~advisory inboard, ~~our~~at ~~target~~least ~~regions~~until ~~fluctuate~~we ~~and~~have ~~are~~completed ~~affected~~our ~~by,~~initial business ~~among~~combination. ~~other~~In ~~things~~addition, ~~changes~~our inexecutive ~~political~~officers and ~~economic~~directors ~~conditions.~~are ~~Any~~not ~~change~~required into ~~the~~commit ~~relative~~any ~~value~~specified amount of ~~such~~time ~~currency~~to ~~against~~ our affairs ~~reporting~~and, ~~currency~~accordingly, ~~may~~will ~~affect~~have ~~the~~conflicts ~~attractiveness~~ of ~~any~~interest ~~target~~in ~~business~~allocating ~~or,~~their ~~following~~time ~~consummation~~among ofvarious ~~our initial~~ business ~~combination~~activities, ~~our~~including ~~financial~~identifying potential ~~condition~~business combinations and ~~results~~monitoring ofthe ~~operations.~~related ~~Additionally,~~due ifdiligence. aWe ~~currency~~do ~~appreciates~~not inhave ~~value~~an ~~against~~employment ~~the~~agreement ~~dollar~~with, ~~prior~~or tokey-man insurance on the ~~consummation~~life of, ~~our~~any ~~initial~~of ~~business~~our ~~combination,~~directors ~~the~~or ~~cost~~executive ofofficers. aThe ~~target~~unexpected ~~business~~loss asof ~~measured~~the inservices ~~dollars~~of ~~will~~one ~~increase,~~or ~~which~~more ~~may~~of ~~make~~our itdirectors ~~less~~or ~~likely~~executive officers ~~that~~could wehave ~~are~~a ~~able~~detrimental toeffect ~~consummate~~on ~~such transaction~~us.

WeOur ~~may~~executive ~~reincorporate~~officers inand ~~another~~directors ~~jurisdiction~~will inallocate their ~~connection~~time ~~with~~to ~~our~~other ~~initial~~businesses ~~business~~thereby ~~combination,~~causing ~~and~~conflicts ~~the~~of ~~laws~~interest ofin ~~such~~their ~~jurisdiction~~determination ~~may~~as ~~govern~~to ~~some~~how ormuch ~~all~~time ofto devote to our ~~future~~affairs. This ~~material~~conflict ~~agreements~~of ~~and~~interest wecould ~~may~~have ~~not~~a benegative ~~able~~impact on our ability to ~~enforce~~complete our ~~legal~~initial ~~rights.~~business combination.

InOur ~~connection~~executive ~~with~~officers ~~our~~and ~~initial~~directors ~~business~~are ~~combination~~not required to, weand will not, commit their full time to our affairs, which may ~~relocate~~result ~~the~~in ~~home~~a ~~jurisdiction~~conflict of interest in allocating their time between our operations ~~business~~and ~~from~~our ~~the~~search ~~Cayman~~for ~~Islands~~a tobusiness ~~another~~combination ~~jurisdiction.~~and Iftheir weother ~~determine~~businesses. toWe do ~~this,~~not ~~the~~intend ~~laws~~to ofhave ~~such~~any ~~jurisdiction~~full-time ~~may~~employees ~~govern~~prior to ~~some~~the orcompletion ~~all~~ of our ~~future~~initial ~~material~~business ~~agreements~~combination. ~~The~~If ~~system~~our ofexecutive ~~laws~~officers’ and ~~the~~directors’ ~~enforcement~~other ofbusiness ~~existing~~affairs ~~laws~~require them into ~~such~~devote ~~jurisdiction~~substantial ~~may~~amounts ~~not~~of betime asto ~~certain~~such affairs in ~~implementation~~excess ~~and~~of ~~interpretation~~their ascurrent incommitment ~~the~~levels, ~~United~~it ~~States.~~could ~~The~~limit ~~inability~~their ability to ~~enforce~~devote ortime ~~obtain~~to aour ~~remedy~~affairs ~~under~~which ~~any~~may ofhave a negative impact on our ~~future~~ability ~~agreements~~to ~~could~~complete ~~result~~our ininitial abusiness ~~significant~~combination. ~~loss~~For a complete discussion of our executive officers’ and directors’ other business affairs, ~~business~~please ~~opportunities~~see or“Directors, ~~capital.~~Executive Officers and Corporate Governance – Officers and Directors.”

~~We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.~~ 33

WeOur ~~are~~officers ~~subject to rules~~ and ~~regulations~~directors bypresently ~~various governing bodies~~have, and ~~including,~~any ~~for example, the SEC, which are charged with the protection~~ of ~~investors~~them ~~and~~in the ~~oversight~~future ofmay ~~companies~~have ~~whose securities are publicly traded~~additional, ~~and~~fiduciary toor ~~new~~contractual ~~and~~obligations ~~evolving regulatory measures under applicable law. Our efforts~~ to ~~comply~~other ~~with~~entities ~~new~~ and, ~~changing~~accordingly, ~~laws~~may ~~and regulations~~ have ~~resulted~~conflicts of interest in ~~and~~determining ~~are likely~~ to ~~continue~~which toentity ~~result in, increased general and administrative expenses and~~ a ~~diversion~~particular ofbusiness ~~management~~opportunity ~~time~~should ~~and~~be ~~attention from revenue-generating activities to compliance activities~~presented.

28Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more 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 be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our Governing Documents provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. In 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. In 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. In particular, affiliates of our Sponsor are currently sponsoring another blank check company, 10X Capital Venture Acquisition Corp. II (“10X II”) and 10X Capital Venture Acquisition Corp. III (“10X III”). 10X II has already completed a business combination however 10X III may seek to complete a business combination in any location and is focusing on business combinations in the consumer internet, e-commerce, software, healthcare and financial services industries. Any such companies, businesses or investments, including 10X III, 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. For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Directors, Executive Officers and Corporate Governance – Officers and Directors” and “Directors, Executive Officers and Corporate Governance – Conflicts of Interest.”

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

~~Moreover,~~We ~~because~~have ~~these~~not ~~laws,~~adopted ~~regulations~~a ~~and~~policy ~~standards~~that ~~are~~expressly ~~subject~~prohibits our todirectors, ~~varying interpretations~~officers, ~~their~~security ~~application~~holders inor ~~practice~~affiliates ~~may~~from ~~evolve~~having ~~over~~a ~~time~~direct asor ~~new~~indirect ~~guidance~~pecuniary ~~becomes~~or ~~available.~~financial ~~This~~interest ~~evolution~~in ~~may~~any ~~result~~investment to inbe ~~continuing~~acquired ~~uncertainty~~or ~~regarding~~disposed ~~compliance~~of ~~matters~~by ~~and~~us ~~additional~~or ~~costs~~in ~~necessitated~~any bytransaction ~~ongoing~~to ~~revisions~~which towe ~~our~~are ~~disclosure~~a ~~and~~party ~~governance~~or ~~practices~~have an interest. IfIn fact, we ~~fail~~may toenter ~~address~~into ~~and~~a ~~comply~~business combination with ~~these~~a ~~regulations~~target ~~and~~business ~~any~~that ~~subsequent~~is ~~changes~~affiliated with our Sponsor, our directors or officers, although we ~~may~~do benot ~~subject~~intend to ~~penalty~~do ~~and~~so. Nor ~~our~~do we have a policy that expressly prohibits any such persons from engaging for their own account in business ~~may~~activities beof ~~harmed~~the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

~~Risks~~The ~~Relating~~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 ~~Our~~us ~~Management~~as ~~Team~~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.

We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited. 34

~~Our~~We ~~initial business combination~~ may beengage ~~subject~~in toa ~~regulatory~~business ~~review~~combination ~~and~~with ~~approval requirements by governmental entities,~~ one or ~~ultimately~~more ~~prohibited.~~target ~~For~~businesses example, CFIUS has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that ~~investment~~have ~~choose~~relationships ~~not~~with toentities ~~file voluntarily. If CFIUS determines~~ that anmay ~~investment~~be ~~subject~~affiliated towith ~~its~~our ~~jurisdiction~~Sponsor, ~~threatens~~executive ~~national security~~officers, ~~CFIUS has the power to impose restrictions on the investment~~ directors or ~~recommend~~existing ~~that~~holders ~~the~~which ~~President~~may ~~prohibit~~raise itpotential orconflicts ~~order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure~~ of ~~the transaction, the nationality of the parties, the level of beneficial ownership~~ interest ~~and the nature of any information or governance rights involved~~.

~~Our~~In ~~Chief~~light ~~Executive~~of ~~Officer~~the involvement of our Sponsor, ~~Simon~~executive ~~Horsman~~officers and directors with other entities, iswe amay ~~British~~decide ~~citizen~~to ~~and~~acquire one ofor ~~the~~more ~~three~~businesses ~~managing~~affiliated with our Sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Directors, Executive Officers and Corporate Governance – Conflicts of ~~the~~Interest”. ~~managing~~Such ~~member~~entities may compete with us for business combination opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our ~~Sponsor.~~initial Mrbusiness combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. ~~Horsman~~ ~~does~~Although we will not ~~have~~be ~~the~~specifically ~~ability~~focusing toon, ~~independently~~or ~~control~~targeting, ~~the~~any transaction ~~Sponsor~~with ~~because~~any affiliated entities, we would pursue such ~~three~~a ~~managing~~transaction ~~members~~if ~~must~~we ~~act~~determined that such affiliated entity met our criteria for a business combination as set forth in the registration statement relating to the IPO and such transaction was approved by a majority of ~~consent~~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 a valuation or appraisal firm regarding the fairness to our Company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our Sponsor, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.

~~For~~We ~~so long as our Sponsor retains a material ownership interest in us, we~~ may beengage ~~deemed~~one aor ~~“foreign~~more ~~person”~~of ~~under~~our ~~the regulations relating~~ underwriters to ~~CFIUS.~~the AsIPO ~~such, an initial business combination with a U.S. business~~ or ~~foreign~~one ~~business~~of ~~with~~their ~~U.S.~~respective ~~operations~~affiliates ~~that~~to weprovide ~~may~~additional ~~wish~~services to ~~pursue~~us, which may beinclude ~~subject~~acting toas ~~CFIUS~~financial ~~review.~~advisor Ifin connection awith ~~particular~~an ~~proposed~~ initial business combination ~~with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing~~ or ~~that~~as weplacement ~~will~~agent ~~submit~~in toconnection ~~CFIUS~~with ~~review on~~ a ~~voluntary~~related ~~basis,~~financing ~~or to proceed with the~~ transaction ~~without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction~~. InOur ~~such~~underwriters are ~~circumstances,~~entitled ~~CFIUS may decide~~ to ~~delay~~receive ordeferred ~~recommend~~commissions that ~~the~~will ~~President~~be ofreleased ~~the~~from ~~United States block our proposed initial business combination, require conditions with respect to such initial business combination or recommend that~~ the ~~President~~Trust ofAccount ~~the~~only ~~United~~on ~~States order us to divest all or~~ a ~~portion~~completion of ~~the~~an ~~U.S. target business of our~~ initial business combination. ~~that~~These wefinancial ~~acquired~~incentives ~~without~~may ~~first~~cause ~~obtaining~~them ~~CFIUS~~to ~~approval,~~have ~~which~~potential ~~may~~conflicts ~~limit the attractiveness~~ of, orinterest ~~delay~~in orrendering ~~prevent~~any ussuch ~~from~~additional ~~pursuing, certain target companies that we believe would otherwise be beneficial~~ services to us ~~and~~after ~~our~~the ~~shareholders.~~IPO, ~~In addition~~including, ~~certain~~for ~~types~~example, ofin ~~U.S.~~connection ~~businesses may be subject to rules or regulations that limit or impose requirements~~ with ~~respect~~the tosourcing ~~foreign~~and ~~ownership.~~consummation Ifof ~~CFIUS~~an ~~determines it has jurisdiction, CFIUS may decide to recommend a block or delay our~~ initial business combination~~, or require conditions with respect to it, which may delay or prevent us from consummating a potential transaction~~.

~~The~~We ~~process~~may ofengage ~~government~~one ~~review,~~or ~~whether~~more byof ~~CFIUS~~our orunderwriters ~~otherwise,~~to ~~could~~the IPO beor ~~lengthy.~~one ~~Because~~of wetheir ~~have~~respective ~~only~~affiliates ato ~~limited~~provide ~~time~~additional services to ~~complete~~us, ~~our~~including, ~~initial~~for ~~business combination~~example, ~~our~~identifying ~~failure~~potential totargets, providing ~~obtain~~financial ~~any~~advisory ~~required~~services, ~~approvals~~acting ~~within~~as ~~the~~a ~~requisite~~placement ~~time~~agent ~~period~~in ~~may~~a ~~require~~private usoffering toor ~~liquidate~~arranging debt financing. IfWe wemay ~~are~~pay ~~unable~~such underwriter toor ~~consummate~~its ~~our~~affiliate ~~initial~~fair ~~business~~and ~~combination~~reasonable ~~within~~fees ~~the~~or ~~applicable~~other ~~time~~compensation ~~period~~that ~~required,~~would ~~including~~be asdetermined aat ~~result~~that oftime ~~extended~~in ~~regulatory~~an ~~review,~~arm’s welength negotiation; provided that no agreement will, asbe ~~promptly~~entered asinto ~~reasonably~~with ~~possible~~any ~~but~~of ~~not~~the ~~more~~underwriters ~~than~~or ~~five~~their ~~business~~respective ~~days~~affiliates ~~thereafter,~~and ~~redeem~~no ~~the~~fees ~~public~~or other ~~shares~~compensation for asuch ~~pro~~services ~~rata~~will ~~portion~~be ofpaid ~~the~~to ~~funds~~any ~~held~~of in the ~~trust~~underwriters ~~account~~or ~~and~~their asrespective ~~promptly~~affiliates asprior ~~reasonably~~to ~~possible~~the ~~following~~date ~~such~~that ~~redemption,~~is 60 ~~subject~~days tofrom the ~~approval~~date of ~~our~~the ~~remaining~~prospectus ~~shareholders~~for ~~and~~the ~~our~~IPO, ~~board~~unless ofsuch ~~directors,~~payment ~~liquidate~~would ~~and~~not ~~dissolve,~~be ~~subject~~deemed inunderwriters’ ~~each~~compensation ~~case~~in toconnection with ~~our~~the ~~obligations~~IPO. ~~under~~The ~~Cayman~~underwriters ~~Islands~~are ~~law~~also entitled to ~~provide~~receive ~~for~~deferred ~~claims~~commissions ofthat ~~creditors~~are ~~and~~conditioned on the ~~requirements~~completion of ~~other~~an ~~applicable~~initial business ~~law~~combination. InThe ~~such~~underwriters’ ~~event,~~or ~~our~~their ~~shareholders~~respective ~~will~~affiliates’ ~~miss~~financial ~~the~~interests ~~opportunity~~tied to ~~benefit~~the ~~from~~consummation anof ~~investment~~a business incombination atransaction ~~target~~may ~~company~~give ~~and~~rise ~~the~~to potential ~~appreciation~~conflicts of interest in ~~value~~providing ofany such ~~investment.~~additional ~~Additionally~~services to us, ~~our~~including potential ~~warrants~~conflicts ~~will~~of ~~become~~interest ~~worthless.~~in connection with the sourcing and consummation of an initial business combination.

WeOn ~~may~~September ~~not~~22, ~~have~~2023, ~~sufficient~~Wells ~~funds~~Fargo Securities, LLC, the sole book-running manager of the IPO, solely with respect to ~~satisfy~~the ~~indemnification~~Business ~~claims~~Combination, waived its entitlement to the payment of ~~our~~all ~~directors~~of its ~~and~~$9,915,000 ~~executive~~deferred ~~officers.~~underwriting commissions for its previously completed role as underwriter of the IPO that would have become due upon the consummation of the Business Combination, without any consideration.

WeSince ~~have agreed to indemnify~~ our ~~officers and directors to the fullest extent permitted by law. However~~Sponsor, ~~our~~executive officers and directors ~~have~~will ~~agreed~~lose totheir ~~waive~~entire ~~any~~investment ~~right, title, interest or claim of any kind~~ in ~~or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by~~ us ~~only~~ if ~~(i) we~~our ~~have~~initial ~~sufficient~~business ~~funds~~combination ~~outside~~is ofnot ~~the~~completed ~~Trust Account or~~ (~~ii) we~~other ~~consummate~~than anwith ~~initial~~respect ~~business combination. Our obligation~~ to ~~indemnify~~Public Shares ~~our~~they ~~officers and directors~~ may ~~discourage~~acquire ~~shareholders~~during ~~from bringing a lawsuit against our officers~~ or ~~directors~~after ~~for breach of their fiduciary duty. These provisions also may have~~ the ~~effect~~IPO), ofa ~~reducing~~conflict ~~the likelihood~~ of ~~derivative~~interest ~~litigation~~may ~~against~~arise ~~our~~in ~~officers~~determining ~~and~~whether ~~directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore,~~ a ~~shareholder’s~~particular ~~investment~~business ~~may~~combination target beis ~~adversely~~appropriate ~~affected~~for ~~to the extent we pay the costs of settlement and damage awards against~~ our ~~officers~~initial ~~and~~business ~~directors pursuant to these indemnification provisions~~combination.

~~Past~~On ~~performance~~September 3, 2021, our Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration of 7,666,667 Founder Shares. In October 2021, our Sponsor transferred 10,000 Founder Shares to Keith Harris, our senior advisor following the completion of the IPO, and 20,000 Founder Shares to each of Christina Spade, Adriana Machado and Michael Brown, our director nominees, resulting in our Sponsor holding 7,596,667 Founder Shares. On November 10, 2021, we effected a share capitalization pursuant to which an additional 766,666 Founder Shares were issued to our Sponsor, resulting in an aggregate of 8,433,333 Founder Shares outstanding. Prior to the initial investment in the Company of $25,000 by our ~~management~~Sponsor, ~~team~~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 IPO would be a maximum of 25,300,000 Units if the underwriters’ over-allotment option was exercised in full, and ~~their~~therefore ~~affiliates~~that ~~may~~such Founder Shares would represent 25% of the outstanding shares after the IPO (not beincluding ~~indicative~~the Private Placement Shares). Up to 1,100,000 of ~~future~~the ~~performance~~Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment is exercised. In connection with the underwriters’ full exercise of their over-allotment option on November 16, 2021, the 1,100,000 Founder Shares were no longer subject to forfeiture. The Founder Shares will be worthless if we do not complete an ~~investment~~initial business combination. In addition, our Sponsor purchased an aggregate of 1,106,000 Private Placement Units for an aggregate purchase price of $11,060,000 that will also be worthless if we do not complete our initial business combination. The personal and financial interests of our executive officers and directors may influence their motivation in usidentifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the date provided in the Governing Documents (or up to May 16, 2024, pursuant to the Extension), nears, which is the deadline for our completion of an initial business combination.

Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment in us or the returns we will, or is likely to, generate going forward. 35

29Risks Relating to our Securities

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

Our Units, Public Shares and Warrants are currently listed on Nasdaq. We ~~may~~cannot ~~seek~~assure ~~business~~you ~~combination~~that ~~opportunities~~our securities will continue to be listed on Nasdaq in ~~industries~~the future or ~~sectors~~prior ~~that~~to ~~may~~our beinitial ~~outside~~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 ~~management~~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 ~~areas~~initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of ~~expertise~~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 bid 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.

WeIf ~~will~~Nasdaq ~~consider~~delists ~~a business combination outside of~~ our ~~management’s~~securities ~~areas~~from oftrading ~~expertise~~on ifits ~~a business combination candidate is presented to us~~ exchange and we ~~determine~~are ~~that~~not ~~such~~able ~~candidate offers an attractive business combination opportunity for our Company. Although our management will endeavor~~ to ~~evaluate~~list 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~~securities ~~will~~on ~~not~~another ~~ultimately~~national ~~prove~~securities ~~to be less favorable to investors in the IPO than a direct investment~~exchange, ~~if an opportunity were available, in a business combination candidate. In the event~~ we ~~elect~~expect ~~to pursue a business combination outside of the areas of~~ our ~~management’s~~securities ~~expertise,~~could ~~our management’s expertise may not~~ be ~~directly~~quoted ~~applicable~~on ~~to its evaluation or operation, and the information contained in the registration statement relating to the IPO regarding the areas of our management’s expertise would not be relevant to~~ an ~~understanding of~~ over-the ~~business that we elect to acquire~~-counter market. AsIf athis ~~result,~~were ~~our management may not be able~~ to ~~ascertain or assess adequately all of the relevant risk factors. Accordingly~~occur, ~~any~~we ~~shareholders who choose to remain shareholders following our initial business combination~~ could ~~suffer~~face asignificant ~~reduction~~material inadverse ~~the~~consequences, ~~value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.~~ including:

We● ~~are~~a ~~dependent~~limited ~~upon~~availability ~~our~~of ~~executive~~market ~~officers~~quotations ~~and~~for ~~directors and their loss could adversely affect~~ our ~~ability to operate.~~ securities;

~~Our~~● ~~operations~~reduced ~~are~~liquidity ~~dependent~~for ~~upon a relatively small group of individuals and, in particular,~~ our executive officers and directors and the members of our advisory board. We believe that our success depends on the continued service of our officers, directors and members of our advisory board, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us. securities;

~~Our~~● ~~executive~~a ~~officers~~determination ~~and~~that ~~directors~~our ~~will~~Class ~~allocate~~A ~~their~~Shares ~~time~~are toa ~~other~~“penny ~~businesses~~stock” ~~thereby~~which ~~causing~~will ~~conflicts~~require ofbrokers ~~interest~~trading in ~~their~~our ~~determination~~Class asA toShares ~~how much time~~ to ~~devote~~adhere to ~~our~~more ~~affairs.~~stringent ~~This~~rules ~~conflict~~and ofpossibly ~~interest~~result ~~could~~in ~~have~~ a ~~negative~~reduced ~~impact~~level onof ~~our~~trading ~~ability~~activity toin ~~complete~~the ~~our~~secondary ~~initial~~trading ~~business~~market ~~combination.~~for our securities;

~~Our~~● ~~executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in~~ a ~~conflict~~limited ofamount ~~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~~news ~~initial business combination. If our executive officers’~~ and ~~directors’~~analyst ~~other~~coverage; 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. For a complete discussion of our executive officers’ and ~~directors’ other business affairs, please see “Directors, Executive Officers and Corporate Governance – Officers and Directors.”~~

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

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

Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. 36

~~Until~~You we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more 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 be required to present a business combination opportunity to such entity. 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~~permitted ~~in our favor and a potential target business may be presented~~ to ~~another~~exercise ~~entity~~your ~~prior to its presentation to us. Our amended and restated memorandum and articles of association provides that we renounce our interest in any corporate opportunity offered to any director or officer~~ Warrants unless ~~such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one~~ we ~~are~~register ~~legally~~ and ~~contractually~~qualify ~~permitted to undertake and would otherwise be reasonable for us to pursue, and to~~ the ~~extent~~underlying ~~the~~Class ~~director~~A orShares ~~officer is permitted to refer that opportunity to us without violating another legal obligation. In addition, our Sponsor and our officers and directors may sponsor~~ or ~~form~~certain ~~other~~exemptions ~~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~~available. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. In 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. In particular, affiliates of our Sponsor are currently sponsoring another blank check company, 10X Capital Venture Acquisition Corp. II (“10X II”) and 10X Capital Venture Acquisition Corp. III (“10X III”). 10X II and 10X III may seek to complete a business combination in any location and is focusing on business combinations in the consumer internet, e-commerce, software, healthcare and financial services industries. Any such companies, businesses or investments, including 10X II and 10X III, 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. For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Directors, Executive Officers and Corporate Governance – Officers and Directors” and “Directors, Executive Officers and Corporate Governance – Conflicts of Interest.”

~~Our~~If ~~executive~~the ~~officers,~~issuance ~~directors~~of the Class A Shares upon exercise of the Warrants is not registered, ~~security~~qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of Warrants will not be entitled to exercise such Warrants and such Warrants may have no value and expire worthless. In such event, holders who acquired their ~~respective~~Warrants ~~affiliates~~as ~~may~~part of a purchase of Units will have ~~competitive~~paid ~~pecuniary~~the ~~interests~~full ~~that~~Unit ~~conflict~~purchase ~~with~~price ~~our~~solely ~~interests.~~for the Public Shares.

WeIn ~~have~~the ~~not~~IPO, ~~adopted~~we aregistered ~~policy~~the ~~that~~Class ~~expressly~~A ~~prohibits~~Shares issuable upon exercise of the Warrants because the Warrants will become exercisable 30 days after the completion of our ~~directors,~~initial ~~officers~~business combination, which ~~security~~may ~~holders~~be orwithin ~~affiliates~~one ~~from~~year ~~having~~of athe ~~direct~~IPO. orHowever, ~~indirect~~because ~~pecuniary~~the orWarrants ~~financial~~will ~~interest~~be inexercisable ~~any~~until ~~investment~~their expiration date of up to befive ~~acquired~~years after orthe ~~disposed~~completion of byour usinitial orbusiness combination, in ~~any~~order ~~transaction~~ to ~~which~~comply wewith ~~are~~the requirements of Section 10(a)(3) ~~party~~of orthe ~~have~~Securities Act anfollowing ~~interest.~~the Inconsummation ~~fact~~of our initial business combination under the terms of the warrant agreement, we ~~may~~have ~~enter~~agreed ~~into~~that, aas ~~business~~soon as ~~combination~~practicable, ~~with~~but ain ~~target~~no event later than 15 business ~~that~~days, isafter ~~affiliated~~the ~~with~~closing of our ~~Sponsor~~initial business combination, we will use our ~~directors~~best efforts orto ~~officers,~~file ~~although~~with wethe doSEC ~~not~~a ~~intend~~post-effective amendment to dothe ~~so.~~registration ~~Nor~~statement dorelating weto ~~have~~the IPO or a ~~policy~~new ~~that~~registration ~~expressly~~statement covering ~~prohibits~~the ~~any~~registration ~~such~~under ~~persons~~the ~~from~~Securities ~~engaging~~Act ~~for~~of ~~their~~the ~~own~~Class ~~account~~A inShares issuable upon exercise of the Warrants and thereafter will use our best efforts to cause the same to become effective within 60 business ~~activities~~days following our initial business combination and to maintain a current prospectus relating to the Class A Shares issuable upon exercise of the ~~types~~Warrants ~~conducted~~until bythe usexpiration of the Warrants in accordance with the provisions of the warrant agreement. ~~Accordingly~~We cannot assure you that we will be able to do so if, ~~such~~for ~~persons~~example, any facts or ~~entities~~events arise ~~may~~which ~~have~~represent a ~~conflict~~fundamental ~~between~~change ~~their~~in ~~interests~~the ~~and~~information ~~ours.~~set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

~~The~~If ~~personal~~the ~~and~~Class ~~financial~~A ~~interests~~Shares ofissuable ~~our~~upon ~~directors~~exercise ~~and~~of ~~officers~~the ~~may~~Warrants are ~~influence~~not ~~their~~registered ~~motivation~~under inthe ~~timely~~Securities ~~identifying and selecting a target business and completing a business combination. Consequently~~Act, ~~our~~under ~~directors’~~the ~~and~~terms ~~officers’ discretion in identifying and selecting a suitable target business may result in a conflict~~ of ~~interest when determining whether~~ the ~~terms~~warrant agreement, ~~conditions~~holders ~~and timing~~ of aWarrants ~~particular~~who ~~business~~seek ~~combination~~to ~~are~~exercise ~~appropriate~~their Warrants ~~and~~will innot ~~our~~be ~~shareholders’~~permitted ~~best~~to ~~interest.~~do Ifso ~~this~~for ~~were~~cash ~~the~~and, ~~case~~instead, itwill ~~would~~ be arequired ~~breach of their fiduciary duties~~ to usdo asso aon ~~matter of Cayman Islands law and we or our shareholders might have~~ a ~~claim~~cashless ~~against~~basis ~~such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful~~ in ~~any~~accordance ~~claim~~with weSection 3(a)(9) ~~may~~of ~~make~~the ~~against~~Securities ~~them~~Act ~~for~~or ~~such~~another ~~reason~~exemption.

31In no event will Warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available.

~~Table~~If our Class A Shares are at the time of ~~Contents~~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 permit holders of Warrants who seek to exercise their Warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the Warrants under applicable state securities laws, and 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.

WeIn ~~may~~no ~~engage~~event inwill we be required to net cash settle any Warrant, or issue securities (other than upon a ~~business~~cashless ~~combination~~exercise ~~with~~as ~~one~~described above) or ~~more~~other ~~target~~compensation ~~businesses~~in ~~that~~exchange ~~have~~for ~~relationships~~the ~~with~~Warrants in ~~entities~~the event that ~~may~~we beare ~~affiliated~~unable ~~with~~to ~~our~~register ~~Sponsor,~~or ~~executive~~qualify ~~officers,~~the ~~directors~~shares orunderlying ~~existing~~the ~~holders~~Warrants ~~which~~under ~~may~~the ~~raise~~Securities ~~potential~~Act ~~conflicts~~or ofapplicable ~~interest.~~state securities laws.

InYou ~~light~~may ofonly ~~the~~be ~~involvement~~able ~~of our Sponsor, executive officers and directors with other entities, we may decide~~ to ~~acquire~~exercise ~~one~~your orPublic Warrants ~~more~~on ~~businesses~~a affiliated with our Sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “~~Directors,~~cashless ~~Executive Officers and Corporate Governance – Conflicts of Interest~~basis”. ~~Such~~under ~~entities~~certain ~~may compete with us for business combination opportunities. Our Sponsor~~circumstances, ~~officers~~ and ~~directors~~if ~~are~~you ~~not~~do ~~currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated~~so, ~~and~~you ~~there have been no substantive discussions concerning a business combination with any such entity or entities. Although we~~ will ~~not~~receive befewer ~~specifically~~Class ~~focusing~~A ~~on,~~Shares orfrom ~~targeting, any transaction with any affiliated entities, we would pursue~~ such exercise athan ~~transaction~~ if weyou ~~determined~~were ~~that such affiliated entity met our criteria for a business combination as set forth in the registration statement relating~~ to ~~the~~exercise ~~IPO and~~ such ~~transaction~~Warrants ~~was~~for ~~approved by a majority of our independent and disinterested directors~~cash. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our Company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our Sponsor, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.

WeOur ~~may~~warrant ~~engage~~agreement ~~one~~provides orthat ~~more~~in ofthe ~~our~~following circumstances ~~underwriters~~holders toof ~~the~~Warrants ~~IPO~~who orseek ~~one~~to ofexercise their ~~respective~~Warrants ~~affiliates~~will not be permitted to ~~provide~~do ~~additional~~for ~~services~~cash toand uswill, ~~which~~instead, ~~may~~be ~~include~~required to ~~acting~~do asso ~~financial~~on ~~advisor~~a cashless basis in ~~connection~~accordance with anSection ~~initial~~3(a)(9) ~~business~~of ~~combination~~the orSecurities asAct: ~~placement~~(i) ~~agent~~if the Class A Shares issuable upon exercise of the Warrants are not registered under the Securities Act in ~~connection~~accordance with athe ~~related~~terms ~~financing~~of ~~transaction.~~the ~~Our~~warrant ~~underwriters~~agreement; ~~are~~(ii) ~~entitled~~if towe ~~receive~~have ~~deferred~~so elected ~~commissions~~and ~~that~~the ~~will~~Class beA ~~released~~Shares ~~from~~are at the ~~Trust~~time ~~Account~~of ~~only~~any exercise of a Warrants not listed on a ~~completion~~national securities exchange such that they satisfy the definition of an“covered ~~initial~~securities” ~~business~~under ~~combination~~Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the Public Warrants for redemption. ~~These~~If ~~financial~~you ~~incentives~~exercise ~~may~~your ~~cause~~Public ~~them~~Warrants on a cashless basis, you would pay the Warrant exercise price by surrendering the Warrants for that number of Class A Shares equal to ~~have~~the ~~potential~~quotient ~~conflicts~~obtained by dividing (x) the product of ~~interest~~the number Class A Shares underlying the Warrants, multiplied by the excess of the “fair market value” of our Class A Shares (as defined in ~~rendering~~the ~~any~~next ~~such~~sentence) ~~additional~~over ~~services~~the toexercise usprice ~~after~~of the ~~IPO,~~Warrants ~~including,~~by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Shares for ~~example,~~the in10 ~~connection~~trading ~~with~~days ending on the ~~sourcing~~third ~~and~~trading ~~consummation~~day prior to the date on which the notice of anexercise ~~initial~~is ~~business~~received ~~combination~~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 Shares from such exercise than if you were to exercise such Warrants for cash.

We may engage one or more of our underwriters to the IPO or one of their respective affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of the prospectus for the IPO, unless such payment would not be deemed underwriters’ compensation in connection with the IPO. The underwriters are also entitled to receive deferred commissions that are conditioned on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination. 37

~~Since~~The ~~our~~grant ~~Sponsor,~~of ~~executive~~registration ~~officers~~rights ~~and~~to ~~directors~~our ~~will~~Initial Shareholders ~~lose~~and ~~their~~holders ~~entire~~of ~~investment~~our inPrivate usPlacement ifUnits, ~~our~~Private ~~initial~~Placement ~~business~~Shares ~~combination~~and isPrivate ~~not~~Placement ~~completed~~Warrants ~~(other~~may ~~than~~make ~~with~~it ~~respect~~more difficult to ~~Public~~complete ~~Shares~~our ~~they~~initial ~~may~~business ~~acquire~~combination, ~~during~~and ~~or after~~ the ~~IPO),~~future aexercise ~~conflict~~ of ~~interest~~such rights may ~~arise~~adversely inaffect ~~determining~~the ~~whether~~market aprice ~~particular~~of ~~business combination target is appropriate for~~ our ~~initial~~Class A ~~business combination~~Shares.

OnPursuant ~~September 3,~~to ~~2021,~~an ~~our~~agreement ~~Sponsor~~entered ~~paid~~into ~~$25,000,~~concurrently orwith the ~~approximately~~issuance ~~$0.003~~and ~~per~~sale ~~share,~~of tothe ~~cover~~securities ~~certain expenses on our behalf~~ in ~~consideration~~the ~~of 7~~IPO,~~666,667~~ ~~Founder Shares. In October 2021,~~ our ~~Sponsor~~Initial ~~transferred~~Shareholders ~~10,000~~and ~~Founder~~their ~~Shares~~permitted totransferees ~~Keith~~can ~~Harris,~~demand ~~our~~that ~~senior~~we ~~advisor following~~ register the ~~completion~~Class ofA ~~the~~Shares ~~IPO,~~into ~~and~~which ~~20,000~~ Founder Shares toare ~~each of Christina Spade~~convertible, ~~Adriana~~holders ~~Machado~~of ~~and Michael Brown,~~ our ~~director~~Private ~~nominees,~~Placement ~~resulting~~Warrants inand ~~our~~their ~~Sponsor~~permitted ~~holding~~transferees can ~~7,596,667~~demand ~~Founder~~that ~~Shares. On November 10, 2021,~~ we ~~effected~~register athe ~~share~~Private ~~capitalization~~Placement ~~pursuant~~Warrants toand ~~which~~the anClass ~~additional~~A ~~766,666 Founder~~ Shares ~~were~~issuable ~~issued~~upon toexercise ~~our~~of ~~Sponsor,~~the ~~resulting~~Private inPlacement anWarrants, and ~~aggregate~~holders of ~~8,433,333~~Warrants ~~Founder~~that ~~Shares~~may ~~outstanding.~~be ~~Prior~~issued toupon ~~the~~conversion ~~initial~~of ~~investment in~~ the ~~Company~~Working ofCapital ~~$25,000~~Loans bymay ~~our~~demand ~~Sponsor,~~that ~~the~~we ~~Company~~register ~~had~~such noWarrants ~~assets, tangible~~ or ~~intangible. The purchase price of~~ the Class ~~Founder~~A Shares ~~was~~issuable ~~determined~~upon byconversion ~~dividing the amount~~ of ~~cash~~such ~~contributed to the Company by the number of Founder Shares issued~~Warrants. The ~~number~~registration ofrights ~~Founder~~will ~~Shares~~be ~~outstanding~~exercisable ~~was~~with ~~determined~~respect ~~based~~to on the ~~expectation~~Founder ~~that~~Shares and the ~~total~~Private ~~size~~Placement ~~of the IPO would be a maximum of 25~~Units,~~300,000~~ ~~Units~~Private ifPlacement ~~the~~Shares ~~underwriters’~~and ~~over-allotment~~Private ~~option~~Placement ~~was~~Warrants ~~exercised in full,~~ and ~~therefore~~the ~~that~~Class ~~such~~A ~~Founder~~ Shares ~~would~~issuable ~~represent~~upon ~~25%~~ exercise of ~~the~~such ~~outstanding shares after the IPO (not including the~~ Private Placement ~~Shares)~~Warrants. UpWe towill ~~1,100,000~~bear of the ~~Founder~~cost ~~Shares~~of ~~were~~registering ~~subject~~these tosecurities. ~~forfeiture~~The ~~depending~~registration onand ~~the~~availability ~~extent~~of tosuch ~~which~~a significant ~~the~~number ~~underwriters’~~of ~~over-allotment~~securities isfor ~~exercised.~~trading Inin ~~connection with~~ the ~~underwriters’~~public ~~full~~market ~~exercise~~may ofhave ~~their~~an ~~over-allotment~~adverse ~~option~~effect on ~~November 16, 2021,~~ the ~~1,100,000~~market ~~Founder~~price ~~Shares~~of ~~were~~our noClass ~~longer~~A ~~subject to forfeiture. The Founder~~ Shares ~~will be worthless if we do not complete an initial business combination~~. In addition, ~~our~~the ~~Sponsor~~existence ~~purchased an aggregate~~ of ~~1,160,000~~the ~~Private~~registration ~~Placement~~rights ~~Units~~may ~~for~~make anour ~~aggregate~~initial ~~purchase~~business ~~price~~combination ofmore ~~$11,600,000~~costly ~~that~~or ~~will~~difficult ~~also~~to ~~be worthless if we do not complete our initial business combination~~conclude. This ~~The~~is ~~personal~~because ~~and~~the ~~financial~~shareholders ~~interests~~ of ~~our~~the ~~executive~~target ~~officers~~business ~~and~~may ~~directors~~increase ~~may~~the ~~influence~~equity ~~their~~stake ~~motivation~~they seek in ~~identifying~~the ~~and~~combined ~~selecting~~entity aor ~~target~~ask ~~business~~for ~~combination,~~more cash ~~completing~~consideration anto ~~initial~~offset ~~business~~the ~~combination~~negative ~~and~~impact ~~influencing~~on the ~~operation~~market price of ~~the~~our ~~business~~Class ~~following~~A ~~the~~Shares ~~initial~~that ~~business~~is ~~combination.~~expected ~~This~~when ~~risk~~the ~~may~~ordinary ~~become~~shares ~~more~~owned by ~~acute~~our asInitial ~~the~~Shareholders, ~~18-month~~holders ~~anniversary~~ of ~~the~~our ~~closing~~Private ofPlacement ~~the~~Warrants ~~IPO,~~ or ~~May 16,~~holders ~~2023,~~of ~~nears,~~our ~~which~~Working isCapital ~~the~~Loans ~~deadline~~or ~~for~~their ~~our~~respective ~~completion~~permitted transferees ofare ~~an initial business combination~~registered.

32We may issue additional Class A Shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.

~~Table~~Our Governing Documents authorize the issuance of ~~Contents~~up to 500,000,000 Class A Shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. Immediately after the IPO, there were 474,700,000 and 41,567,000 authorized but unissued Class A Shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding Warrants or shares issuable upon conversion of the Founder Shares. The Founder Shares were automatically convertible into Class A Shares concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our Governing Documents. Following the conversion of all of the Class B ordinary shares into Class A Shares on May 11, 2023, there were no Founder Shares issued and outstanding. There are no preference shares issued and outstanding.

~~Risks~~We ~~Relating~~may issue a substantial number of additional Class A Shares or preference shares to complete our ~~Securities~~initial business combination or under an employee incentive plan after completion of our initial business combination. Our Governing Documents 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 as a class with our Class A Shares on any initial business combination. These provisions of the Governing Documents, like all provisions of the Governing Documents, may be amended with a shareholder vote. The issuance of additional ordinary shares or preference shares:

~~Nasdaq~~● may ~~delist~~significantly ~~our~~dilute ~~securities~~the ~~from~~equity ~~trading~~interest onof ~~its exchange, which could limit~~ investors’ ~~ability to make transactions~~ in ~~our~~the ~~securities and subject us to additional trading restrictions.~~ IPO;

~~Our~~● ~~Units,~~may ~~Public~~subordinate ~~Shares and Warrants are currently listed on Nasdaq. Although after giving effect to~~ the ~~IPO~~rights we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will be, or 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~~Class ~~securities~~A ~~(300~~Shares ~~public~~if ~~holders).~~preference ~~Additionally,~~shares ~~in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which~~ are ~~more~~issued 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 atrights ~~least~~senior ~~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~~afforded ~~listing~~our ~~requirements~~Class atA ~~that time.~~ Shares;

If● ~~Nasdaq~~could ~~delists~~cause ~~our~~a ~~securities~~change ~~from~~in ~~trading~~control onif ~~its~~a ~~exchange~~substantial ~~and~~number weof ~~are~~Class ~~not~~A ~~able~~Shares toare ~~list~~issued, ~~our~~which ~~securities~~may onaffect, ~~another~~among ~~national~~other ~~securities exchange~~things, weour ~~expect~~ability to use our ~~securities~~net ~~could~~operating beloss ~~quoted~~carry onforwards, anif ~~over-the-counter~~any, ~~market.~~and Ifcould ~~this~~result ~~were~~in tothe ~~occur,~~resignation weor ~~could~~removal ~~face~~of ~~significant~~our ~~material~~present ~~adverse~~officers ~~consequences,~~and ~~including:~~directors; and

•● amay ~~limited~~adversely ~~availability~~affect ofprevailing market ~~quotations~~prices for our ~~securities;~~Units, Class A Shares and/or Warrants.

~~• reduced liquidity for our securities;~~38

•We amay ~~determination~~amend ~~that~~the ~~our~~terms ~~Class~~of Athe ~~ordinary~~Warrants in ~~shares~~a ~~are~~manner athat ~~“penny~~may ~~stock”~~be ~~which~~adverse ~~will~~to ~~require~~holders ~~brokers~~of ~~trading~~Public inWarrants ~~our~~with ~~Class~~the Aapproval ~~ordinary~~by ~~shares~~the toholders ~~adhere~~of toat ~~more~~least ~~stringent~~50% ~~rules~~of ~~and~~the ~~possibly~~then ~~result~~outstanding Public inWarrants. As a ~~reduced~~result, ~~level~~the exercise price of ~~trading~~your ~~activity~~Warrants incould be increased, the ~~secondary~~exercise ~~trading~~period ~~market~~could ~~for~~be ~~our~~shortened ~~securities;~~and the number of Class A Shares purchasable upon exercise of a Warrant could be decreased, all without your approval.

•Our Warrants are issued in registered form under the warrant agreement, which provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a ~~limited~~manner ~~amount~~adverse to a holder if holders of ~~news~~at ~~and~~least ~~analyst~~50% ~~coverage;~~of ~~and~~the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 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 share (at a ratio different than initially provided), shorten the exercise period or decrease the number of Class A Shares purchasable upon exercise of a Warrant.

•We amay ~~decreased~~redeem ~~ability~~your unexpired Warrants prior to ~~issue~~their ~~additional~~exercise ~~securities~~at ora ~~obtain~~time ~~additional~~that ~~financing~~is indisadvantageous ~~the~~to ~~future~~you, thereby making your Warrants worthless.

~~The~~We ~~National~~have ~~Securities~~the ~~Markets~~ability ~~Improvement~~to ~~Act~~redeem all of ~~1996,~~the ~~which~~outstanding isWarrants at aany ~~federal~~time ~~statute~~after they become exercisable and prior to their expiration, ~~prevents~~at ora ~~preempts~~price ~~the~~of ~~states~~$0.01 ~~from~~per ~~regulating~~Warrants; provided that the ~~sale~~closing price of ~~certain~~our ~~securities,~~Class ~~which~~A ~~are~~Shares ~~referred~~equals toor exceeds $18.00 per share (as ~~“covered~~adjusted ~~securities.”~~for ~~Because~~share ~~our~~splits, ~~Units~~share capitalizations, ~~Public~~reorganizations, recapitalizations and the like and for certain issuances of Class A Shares and ~~Public~~equity-linked ~~Warrants~~securities ~~are~~for ~~listed~~capital onraising ~~Nasdaq,~~purposes in weconnection ~~expect~~with ~~that~~the closing of our ~~Units,~~initial ~~Public~~business ~~Shares~~combination ~~and~~as ~~Public~~described ~~Warrants~~elsewhere ~~will~~in ~~qualify~~the asregistration ~~covered~~statement ~~securities~~relating ~~under~~to the IPO) ~~statute.~~for ~~Although~~any 20 trading days within a 30 trading-day period ending on the ~~states~~third ~~are~~trading ~~preempted~~day ~~from~~prior ~~regulating~~to proper notice of such redemption provided that on the ~~sale~~date we give notice of ~~our~~redemption. ~~securities,~~We will not redeem the ~~federal~~Warrants ~~statute~~unless ~~does~~an ~~allow~~effective registration statement under the ~~states~~Securities toAct ~~investigate~~covering ~~companies~~the ifClass ~~there~~A isShares aissuable ~~suspicion~~upon exercise of ~~fraud,~~the ~~and,~~Warrants ifis ~~there~~effective isand a ~~finding~~current ofprospectus ~~fraudulent~~relating to ~~activity,~~those ~~then~~Class A Shares is available throughout the ~~states~~30-day ~~can~~redemption ~~regulate~~period, orexcept ~~bar~~if the ~~sale~~Warrants ofmay ~~covered~~be ~~securities~~exercised inon a ~~particular~~cashless ~~case~~basis and such cashless exercise is exempt from registration under the Securities Act. ~~While~~If weand ~~are~~when ~~not~~the ~~aware~~Warrants ofbecome aredeemable ~~state~~by ~~having~~us, ~~used~~we may ~~these~~exercise ~~powers~~our redemption right even if we are unable to ~~prohibit~~register or ~~restrict~~qualify the ~~sale~~underlying of securities ~~issued~~for bysale ~~blank~~under ~~check~~all ~~companies,~~applicable state ~~other~~securities ~~than~~laws. ~~the~~Redemption ~~State~~ of ~~Idaho,~~the ~~certain~~outstanding ~~state~~Warrants ~~securities~~could ~~regulators~~force ~~view~~you ~~blank~~to ~~check~~(i) ~~companies~~exercise ~~unfavorably~~your Warrants and ~~might~~pay ~~use~~the ~~these~~exercise ~~powers,~~price therefor orat ~~threaten~~a totime ~~use~~when ~~these~~it ~~powers,~~may be disadvantageous for you to ~~hinder~~do ~~the~~so, ~~sale~~(ii) ofsell ~~securities~~your ofWarrants ~~blank~~at ~~check~~the ~~companies~~then-current inmarket ~~their~~price ~~states.~~when ~~Further,~~you might ifotherwise wewish ~~were~~to nohold ~~longer~~your ~~listed~~Warrants onor ~~Nasdaq,~~(iii) ~~our~~accept ~~securities~~the ~~would~~nominal ~~not~~redemption ~~qualify~~price aswhich, ~~covered~~at ~~securities~~the ~~under~~time the ~~statute~~outstanding ~~and~~Warrants weare called ~~would~~for beredemption, ~~subject~~is likely to ~~regulation~~be insubstantially ~~each~~less ~~state~~than inthe ~~which~~market wevalue ~~offer~~of ~~our~~your ~~securities~~Warrants.

33 39

~~Table~~Our Warrants may have an adverse effect on the market price of ~~Contents~~our Class A Shares and make it more difficult to effectuate our initial business combination.

~~You~~We ~~will~~issued ~~not~~Warrants beto ~~permitted~~purchase to12,650,000 ~~exercise~~Class ~~your~~A ~~Warrants~~Shares as ~~unless~~part weof ~~register~~the Units offered in the IPO and, ~~qualify~~simultaneously with the ~~underlying~~closing of the IPO, we issued in a private placement an aggregate of 1,106,000 Private Placement Units, which included Private Placement Warrants to purchase an aggregate of 553,000 Class A ~~ordinary~~Shares ~~shares~~at $11.50 per share. On February 2, 2024, we issued an unsecured convertible promissory note to the Sponsor, pursuant to which we may borrow up to $1,200,000.00, related to the ongoing expenses reasonably related to the business of the Company and the consummation of an initial business combination. In connection with the Working Capital Promissory Note, the Sponsor or ~~certain~~the ~~exemptions~~management ~~are~~team ~~available~~may, but is not obligated to, make Working Capital Loans to us, that may be repaid upon completion of an initial business combination, without interest, or at the lender’s discretion, converted upon completion of a business combination into up to 120,000 units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units.

IfTo the ~~issuance~~extent ofwe ~~the~~issue ~~Class A~~ ordinary shares ~~upon~~to ~~exercise~~effectuate ofa business transaction, the ~~Warrants~~potential isfor ~~not~~the ~~registered,~~issuance ~~qualified~~of ora ~~exempt~~substantial ~~from~~number ~~registration~~of oradditional ~~qualification~~Class ~~under~~A ~~the~~Shares ~~Securities~~upon ~~Act~~exercise ~~and~~of ~~applicable~~these ~~state~~Warrants could ~~securities~~make ~~laws,~~us ~~holders~~a ofless ~~Warrants~~attractive ~~will~~acquisition ~~not~~vehicle beto ~~entitled~~a totarget ~~exercise~~business. ~~such~~Such Warrants, when exercised, will increase the number of issued and ~~such~~outstanding ~~Warrants~~Class ~~may~~A ~~have~~Shares noand reduce the value ~~and~~of ~~expire~~the ~~worthless.~~Class InA ~~such~~Shares ~~event,~~issued ~~holders~~to ~~who~~complete ~~acquired~~the ~~their~~business ~~Warrants~~transaction. asTherefore, ~~part~~our Warrants ofmay amake ~~purchase~~it ofmore ~~Units~~difficult ~~will~~to ~~have~~effectuate ~~paid~~a ~~the~~business ~~full~~transaction ~~Unit~~or ~~purchase~~increase ~~price~~the ~~solely~~cost ~~for~~of acquiring the ~~Public~~target ~~Shares~~business.

InBecause ~~the~~each ~~IPO,~~Unit wecontains ~~registered~~one-half ~~the Class A ordinary shares issuable upon exercise~~ of ~~the~~one ~~Warrants~~Warrant and ~~because~~only ~~the~~a ~~Warrants~~whole ~~will~~Warrant ~~become exercisable 30 days after the completion of our initial business combination, which~~ may be ~~within one year of the IPO. However~~exercised, ~~because~~ the ~~Warrants~~Units ~~will~~may be ~~exercisable~~worth ~~until~~less their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15Units ~~business days, after the closing~~ of ~~our~~other ~~initial~~special ~~business~~purpose ~~combination,~~acquisition we will use our best efforts to file with the SEC a post-effective amendment to the registration statement relating to the IPO or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the Warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the warrant agreementcompanies. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

IfEach Unit contains one-half of one Warrant. Pursuant to the ~~Class A~~warrant ~~ordinary~~agreement, ~~shares~~no ~~issuable~~fractional Warrants will be issued upon ~~exercise~~separation of the Units, and only whole Warrants ~~are~~will ~~not~~trade. ~~registered~~If, ~~under~~upon exercise of the ~~Securities~~Warrants, ~~Act~~a holder would be entitled to receive a fractional interest in a share, ~~under~~we will, upon exercise, round down to the ~~terms~~nearest whole number the number of Class A Shares to be issued to the warrant ~~agreement,~~holder. ~~holders~~This is different from other offerings similar to ours whose Units include one ordinary share and one Warrant to purchase one whole Class A Share. We have established the components of ~~Warrants~~the ~~who~~Units ~~seek~~in this way in order to ~~exercise~~reduce ~~their~~the dilutive effect of the Warrants ~~will~~upon ~~not~~completion of a business combination since the Warrants will be ~~permitted~~exercisable toin dothe soaggregate for ~~cash~~one-half ~~and,~~of ~~instead,~~the ~~will~~number beof ~~required~~shares compared to doUnits sothat oneach contain a ~~cashless~~whole ~~basis~~Warrant into ~~accordance~~purchase one ~~with~~share, ~~Section 3(~~thus making us, we believe, a~~)(9)~~ ofmore ~~the~~attractive ~~Securities~~merger ~~Act~~partner orfor ~~another~~target ~~exemption~~businesses. Nevertheless, this Unit structure may cause our Units to be worth less than if it included a Warrant to purchase one whole Class A Share.

InOur nowarrant ~~event~~agreement ~~will~~designates ~~Warrants~~the becourts of ~~exercisable~~the ~~for~~State ~~cash~~of orNew onYork aor ~~cashless~~the ~~basis,~~United ~~and~~States weDistrict ~~will~~Court ~~not~~for bethe ~~obligated~~Southern toDistrict ~~issue~~of ~~any~~New ~~shares~~York toas ~~holders~~the ~~seeking~~sole toand ~~exercise~~exclusive ~~their~~forum ~~Warrants,~~for certain ~~unless~~types ~~the issuance~~ of ~~the~~actions ~~shares~~and ~~upon~~proceedings ~~such~~that ~~exercise~~may isbe ~~registered~~initiated orby ~~qualified~~holders ~~under~~of ~~the~~our ~~securities~~Warrants, ~~laws~~which ofcould limit the ~~state~~ability of ~~the~~warrant ~~exercising~~holders to ~~holder,~~obtain ora anfavorable ~~exemption~~judicial ~~from~~forum ~~registration~~for ordisputes ~~qualification~~with isour ~~available~~Company.

IfOur ~~our~~warrant ~~Class A~~agreement ~~ordinary~~provides ~~shares~~that, ~~are~~subject atto ~~the~~applicable law, ~~time~~(i) of any ~~exercise~~action, ofproceeding aor ~~Warrant~~claim ~~not~~against ~~listed~~us onarising aout ~~national~~of ~~securities~~or ~~exchange~~relating ~~such~~in ~~that~~any ~~they~~way ~~satisfy~~to the ~~definition~~warrant ofagreement, ~~“covered~~including ~~securities”~~ under ~~Section 18(b)(1) of~~ the Securities Act, wewill ~~may,~~be atbrought ~~our~~and ~~option,~~enforced ~~not~~in ~~permit~~the ~~holders~~courts of ~~Warrants~~the ~~who~~State ~~seek~~of toNew ~~exercise~~York ~~their~~or ~~Warrants~~the toUnited doStates soDistrict Court for ~~cash~~the ~~and,~~Southern District ~~instead,~~of ~~require~~New ~~them~~York toand ~~do so on a cashless basis in accordance with Section 3~~(aii)~~(9)~~ ofthat ~~the~~we ~~Securities~~irrevocably ~~Act;~~submit into ~~the~~such ~~event we so elect~~jurisdiction, wewhich ~~will~~jurisdiction ~~not~~shall be ~~required to file or maintain in effect a registration statement or register or qualify~~ the ~~shares~~exclusive ~~underlying~~forum ~~the~~for ~~Warrants~~any such ~~under applicable state securities laws~~action, ~~and~~proceeding inor ~~the~~claim. ~~event~~We ~~we do not so elect, we~~ will ~~use~~waive ~~our~~any ~~best~~objection ~~efforts~~ to ~~register~~such orexclusive ~~qualify~~jurisdiction ~~the~~and ~~shares~~that ~~underlying~~such ~~the~~courts ~~Warrants~~represent ~~under applicable state securities laws to the extent~~ an ~~exemption is not available~~inconvenient forum.

InNotwithstanding nothe ~~event~~foregoing, these provisions of the warrant agreement will wenot apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be ~~required~~deemed to ~~net~~have ~~cash~~notice ~~settle~~of and to have consented to the forum provisions in our warrant agreement. If any ~~Warrant~~action, orthe ~~issue~~subject ~~securities~~matter (of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than ~~upon~~ a ~~cashless~~court ~~exercise~~of asthe ~~described~~State ~~above)~~of New York or ~~other~~the ~~compensation~~United inStates ~~exchange~~District Court for the ~~Warrants~~Southern District of New York (a “foreign action”) in the ~~event~~name ~~that~~of weany ~~are~~holder ~~unable~~of our Warrants, such holder shall be deemed to ~~register~~have orconsented ~~qualify~~to: (x) the ~~shares~~personal ~~underlying~~jurisdiction of the ~~Warrants~~state ~~under~~and federal courts located in the ~~Securities~~State ~~Act~~of orNew ~~applicable~~York ~~state~~in ~~securities~~connection ~~laws.~~with any action brought in any such court to enforce the forum provisions (an “enforcement action”) and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holders.

~~You~~This choice-of-forum provision may ~~only~~limit bea ~~able~~warrant holder’s ability to ~~exercise~~bring ~~your~~a ~~Public~~claim ~~Warrants~~in on a ~~“cashless~~judicial ~~basis”~~forum ~~under~~that ~~certain~~it ~~circumstances~~finds favorable for disputes with our Company, ~~and~~which ifmay ~~you~~discourage dosuch solawsuits. Alternatively, ~~you~~if ~~will~~a ~~receive~~court ~~fewer~~were ~~Class A~~to ~~ordinary~~find ~~shares~~this ~~from~~provision ~~such~~of ~~exercise~~our ~~than~~warrant ifagreement ~~you~~inapplicable ~~were~~or unenforceable with respect to ~~exercise~~one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such ~~Warrants~~matters ~~for~~in ~~cash.~~other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Our warrant agreement provides that in the following circumstances holders of 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 Warrants 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 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. 40

34Because 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.

~~The~~Our ~~grant~~corporate ofaffairs ~~registration~~are ~~rights~~governed toby our ~~Initial~~Governing ~~Shareholders~~Documents, the Companies Act (as the same may be supplemented or amended from time to time) and ~~holders~~the common law of ~~our~~the ~~Private~~Cayman ~~Placement~~Islands. ~~Units,~~We ~~Private~~will ~~Placement~~also be ~~Shares~~subject ~~and~~to ~~Private~~the ~~Placement~~federal ~~Warrants~~securities ~~may~~laws ~~make~~of itthe ~~more~~United ~~difficult~~States. The rights of shareholders to ~~complete~~take ~~our~~action ~~initial~~against ~~business~~the ~~combination~~directors, actions by minority shareholders and the ~~future~~fiduciary ~~exercise~~responsibilities of ~~such~~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 ~~may~~of ~~adversely~~our ~~affect~~shareholders and the ~~market~~fiduciary ~~price~~responsibilities of our ~~Class A~~directors ~~ordinary~~under ~~shares~~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.

~~Pursuant~~We tohave anbeen ~~agreement~~advised ~~entered~~by ~~into~~Maples ~~concurrently~~and ~~with~~Calder ~~the~~(Cayman) ~~issuance~~LLP, Cayman ~~and~~Islands ~~sale~~legal ofcounsel, that the ~~securities~~courts inof the ~~IPO,~~Cayman ~~our~~Islands ~~Initial~~are ~~Shareholders~~unlikely ~~and~~(i) ~~their~~to ~~permitted~~recognize ~~transferees~~or ~~can~~enforce ~~demand~~against ~~that~~us wejudgments ~~register~~of courts of the ~~Class A~~United ~~ordinary~~States ~~shares~~predicated ~~into~~upon ~~which~~the ~~Founder~~civil ~~Shares~~liability ~~are~~provisions ~~convertible,~~of ~~holders~~the offederal ~~our~~securities ~~Private~~laws ~~Placement~~of ~~Warrants~~the ~~and~~United ~~their~~States ~~permitted~~or ~~transferees~~any ~~can~~state; and ~~demand~~(ii) ~~that~~in weoriginal ~~register~~actions ~~the~~brought ~~Private~~in ~~Placement~~the ~~Warrants~~Cayman ~~and~~Islands, ~~the~~to ~~Class A~~impose ~~ordinary~~liabilities ~~shares~~against ~~issuable~~us predicated upon ~~exercise~~the civil liability provisions of the ~~Private~~federal ~~Placement~~securities ~~Warrants,~~laws ~~and holders~~ of ~~Warrants~~the ~~that~~United ~~may~~States beor ~~issued~~any ~~upon~~state, ~~conversion~~so offar as the ~~Working~~liabilities ~~Capital~~imposed ~~Loans~~by ~~(as~~those ~~defined~~provisions ~~below)~~are ~~may~~penal ~~demand~~in ~~that~~nature. In wethose ~~register~~circumstances, ~~such~~although ~~Warrants~~there oris ~~the~~no ~~Class A~~statutory ~~ordinary~~enforcement ~~shares~~in ~~issuable~~the ~~upon~~Cayman ~~conversion~~Islands of ~~such~~judgments ~~Warrants.~~obtained ~~The~~in ~~registration~~the ~~rights~~United ~~will~~States, bethe courts ~~exercisable~~of ~~with~~the ~~respect~~Cayman toIslands ~~the~~will ~~Founder~~recognize ~~Shares~~ and ~~the~~enforce ~~Private~~a ~~Placement~~foreign ~~Units,~~money ~~Private~~judgment ~~Placement~~of ~~Shares~~a ~~and~~foreign ~~Private~~court ~~Placement~~of ~~Warrants~~competent ~~and~~jurisdiction ~~the~~without retrial ~~Class A~~on ~~ordinary~~the ~~shares~~merits ~~issuable~~based ~~upon~~on ~~exercise~~the ofprinciple ~~such~~that ~~Private~~a ~~Placement~~judgment ~~Warrants.~~of Wea ~~will~~competent ~~bear~~foreign ~~the~~court ~~cost~~imposes ofupon ~~registering~~the ~~these~~judgment ~~securities.~~debtor ~~The~~an ~~registration~~obligation to ~~and~~pay ~~availability~~the ofsum ~~such~~for awhich ~~significant~~judgment ~~number~~has ofbeen ~~securities~~given ~~for~~provided ~~trading~~certain inconditions ~~the~~are ~~public~~met. ~~market~~For ~~may~~a ~~have~~foreign anjudgment ~~adverse~~to ~~effect~~be onenforced in the ~~market~~Cayman Islands, ~~price~~such ofjudgment ~~our~~must ~~Class A~~be ~~ordinary~~final ~~shares.~~and Inconclusive ~~addition,~~and ~~the~~for ~~existence~~a ofliquidated ~~the~~sum, ~~registration~~and ~~rights~~must ~~may~~not ~~make~~be ~~our~~in ~~initial~~respect ~~business~~of ~~combination~~taxes ~~more~~or ~~costly~~a fine or ~~difficult~~penalty, inconsistent towith ~~conclude.~~a ~~This~~Cayman isIslands ~~because~~judgment ~~the~~in ~~shareholders~~respect of the ~~target~~same ~~business~~matter, ~~may~~impeachable ~~increase~~on the ~~equity~~grounds ~~stake~~of ~~they~~fraud ~~seek~~or obtained in ~~the~~a ~~combined entity~~ manner, or ~~ask~~be ~~for~~of ~~more~~a ~~cash~~kind ~~consideration to offset~~ the ~~negative~~enforcement ~~impact~~of onwhich ~~the~~is, ~~market~~contrary ~~price~~to ofnatural ~~our~~justice ~~Class A~~or ~~ordinary~~the ~~shares~~public ~~that~~policy isof ~~expected~~the ~~when~~Cayman ~~the~~Islands ~~ordinary~~(awards ~~shares~~of ~~owned~~punitive or bymultiple ~~our~~damages ~~Initial~~may ~~Shareholders,~~well ~~holders~~be ofheld ~~our~~to ~~Private~~be ~~Placement~~contrary ~~Warrants~~to orpublic ~~holders~~policy). ofA ~~our~~Cayman ~~Working~~Islands ~~Capital~~Court ~~Loans~~may orstay ~~their~~enforcement ~~respective~~proceedings ~~permitted~~if ~~transferees~~concurrent proceedings are ~~registered.~~being brought elsewhere.

WeAs ~~may~~a ~~issue~~result ~~additional~~of ~~Class A~~all ~~ordinary~~of ~~shares~~the or

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